Flights of Angels
by Aidokime
Summary: Goodnight, sweet prince and may flights of angels sing thee to thy rest. When Jazz is killed by the Decepticons, Prowl and the Autobots must try to move on. But some new seekers are making their lives difficult. Is the past coming back to haunt them all?
1. Goodnight, sweet prince

**Flights of Angels**

The harshest aspect about logic is that it leaves precious little room for hope. To be perfectly logical, as lofty as that goal may sound, would be to be as devoid of hope– empty of emotion as the sterile vacuum of space. Hope, the elusive and fragile song, had started to lose her voice in the moment that the box had been carelessly tossed at the entrance to the Ark.

Stuttered, in the ten point seven six seconds it had taken to open the box to reveal the contents. And grown fainter again, as the familiar construct of plas-steel, circuits and metal was exposed to the artificial lights inside the small security room. Undamaged, except for where it had been pulled away from its housing.

Hope's last echoes hadn't completely died away on the long drive out past the abandoned radio tower, and towards the vast and rocky desert.

Tactically, it would have made more sense to wait until Sideswipe and Trailbreaker got back from patrol. Or even Smokescreen. But Prime couldn't wait for them to return. Not with even the faintest hope left, that they would be able to retrieve the special operations agent alive. Prowl understood the necessity for speed in the response to the message tucked into the box. He was still attempting to form a workable plan to retrieve the hostage, and retreat quickly when the Decepticons descended.

A few hundred feet from the desert floor, one of the seekers dropped his white and black burden.

Prowl heard the soft gasp of dismay from Cliffjumper, as the red minibot held his position nearby, and focused his own gaze at the surreal image of the body falling. No attempt to grasp the cruel grey and black legs of the closest Decepticon, no struggle to stop the end over end spin. Just a long, tumbling fall.

Optimus Prime had made an effort, had tried to get there before impact, only to be the first fired upon.

As for himself, Prowl could only watch with a silent detached fascination. There was something about the way the Autobot was falling that had triggered an old memory. Logic was winning over hope, and kept him frozen in position, even as Prime was being driven back from the impact zone by laserfire from multiple directions.

Hope faltered and was silenced as Prowl realized what it was that had triggered the memory. The Decepticons hadn't dropped their friend to hurt him further.

They were dropping a corpse, and using what small hope that they'd had of him being alive to draw Autobots into the open.

Even worse, Prowl noticed, raising his acid rifle to attempt to give Prime some cover-fire while he grabbed the body and headed back for cover, it was working. The ever-excitable Cliffjumper was already out of position, and being herded into the open with Sunstreaker. The fliers weren't aiming to cause major damage– yet– they were driving the pair away from the relatively defensible spot Prowl had assigned them.

They needed to regroup and retreat.

Prowl started to radio Prime, to alert him, when something struck him from behind– hard– sending him sprawling forward. He rolled, catching a glimpse of a pale yellow seeker, before a burst of neutralizing energy flooded his systems, sending him offline.

As consciousness slipped away, Prowl realized that there was a high probability that he wouldn't awaken again.

They had risked their lives, and lost.

And Jazz had been dead before they left the Ark.

**

* * *

**

In the dim lights of the undersea lab, a dark toned femme smiled to herself, smoothing a hand along the black wing of the seeker. Briefly touching the leads that were maintaining and monitoring the unconscious being, she gazed at the classically arrogant face.

A soft moan emitted from the vocalizer, as the seeker stirred weakly.

"There, there my dear." The femme's voice was a whispery sound in the silent room. "No more pain... it's time to wake up."

Obediently, optics flickered on, a soft red-gold glow that softened the harsh lines of the face, a slightly curious smile starting to tilt the lips upwards. Animated, the visage was no longer arrogant. Gold focused on her for a moment, then beyond her. The puzzled expression clearly marked in the set of his features.

"Where ... where are ya?"

"Right here, my sweet." The smiling female told him in the soft tones, making her voice as soothing as possible.

"What happened?" A hand lifted from the table, "Why can't I see ya?"

"You were heavily damaged, Recoil." She barely kept the amusement out of her voice. "Your visual systems... were a casualty. You will adjust in time."

"Recoil?" She watched the flicker of confusion. "M'name is..." A range of emotions passed over his face as she watched, one hand reaching up to touch the face, as though feeling for something that was no longer there. More confusion.

"Is there something the matter, Recoil?" He shook his head at the question, uncertainty and indecision etched firmly on his face. "It is important that you tell me." She didn't have to fake the concern that she let drip from her voice. This was a critical moment.

"Yeah..." he said slowly, turning his face to try and see her again. "I– I can't remember anythin'." A guarded vulnerability. "Who am I?"

"Unexpected," Success. She channeled her amusement into a caring concerned tone. "But do not worry, my dear. We will help you remember."

**

* * *

**

"Ratchet, he's coming around now."

The familiar voice took a moment to register as Prowl felt his systems start to reboot themselves, and come back online, heading towards normal operating status. His first sight was a concerned Wheeljack hovering over him as he finished some repair just below the prone tactician's range of vision.

The first sounds beyond the engineer's announcement was the soft whisper of fabric, punctuated by a familiar sigh.

"What happened?" Prowl asked, trying to reconcile the last few memories of the battle that he had. Something obviously had, or he wouldn't be here now.

"You were right about the ambush," Ratchet's voice approached, paused just out of sight, "Looks good, 'Jack. Close up, and go get some rest."

"Then how–"

"Sideswipe cut the patrol short when he caught wind of what was going on from Sunstreaker. He and Trailbreaker went directly there. Good thing they did– one of those blasted seekers had you slung over his shoulder, and was ready to take off." A note of near respect came to Ratchet's voice as his face appeared within range. "Sideswipe got him to let you go."

"Jazz?" Logically they should've killed Prowl while they had the chance. But logic had proved to be wrong before– and the small note of hope had returned.

Only to be crushed by the next words.

"There's... nothing I could do." Ratchet shook his head, looking angrier than Prowl could remember seeing him for a long time.

"He was dead before they dropped him." Statement of fact. No question in his mind. Prowl forced his suddenly weary frame to sit up.

"...Looks like it." Ratchet admitted, not attempting to disuade Prowl's movement– merely staying nearby. He wasn't even trying to block the view of a white-shrouded figure on a worktable nearby. "Whoever– was very . . .thorough." Disgust dripped from his voice, and was written clearly on his face.

"I... see." Prowl didn't need to think to find a reason why any Decepticon would want to kill any Autobot, let alone Jazz. Hundreds came to mind at any given moment, without effort. Thinking... would bring more. He stood unsteadily, ignoring Ratchet's mild protest, and walked over to the shrouded figure.

"Prowl, it's not–" Ratchet started. "It wasn't an easy death–"

"Death... rarely is." Prowl shook his head, absently wondering about this habit of covering things. As though a piece of fabric could change the facts. He pulled the white shroud away, and looked.

The medic had been right. Death had not come easily.

The face under the sheet was familiar, even with the rips and gouges, and ravaged by some kind of unbearable agony. Without the visor, the exposed optics gave the face an extra openness. A measure of vulnerability that Prowl remembered from the first time they'd met.

And, just like the first time, Prowl stared with the same calm and cool expression on his face.

**

* * *

**

**Disputed Territories: **

**Before the Outbreak of the Third Cybertronian War**

Ever since the Decepticon's open display of rule in the city of Kaon, coinciding with the assassination of visiting Praxis government officials using the latest in warfare technology, the Kaon militia had been on the move, claiming area after area– expanding the city-state's boarders. At first they had tried to claim that the officials' deaths were an accident, however, evidence was quickly exposed that showed that to be a lie.

Kaon had been quietly preparing itself for war, using the gladiatorial games as a cover. They had hoped to catch the rest of the planet off-guard.

There were those in Praxis who had been prepared, however. Those who had watched the slow build up of military power within their neighboring city– and given up their livelihoods, their artistic and scientific pursuits to protect themselves and their home. They prepared for a war that most had denied would ever occur.

Prowl was a soldier now, and was finding that it suited him far more than the life of an artisan. He had always been too literal, too logical for the craftsman he'd been apprenticed to. Of course, the fact that he hadn't really wanted that kind of life for himself was probably the main reason he'd leapt at the chance to get away, and nominally do some good for his home. Now he was one of the squad that had been assigned to obliterate the outpost from which Kaon gunners had been taking shots at supply convoys.

The careful defenses around the outpost had been easily shattered, despite the best efforts of the squad defending it. Heavy smoke rising from the gunnery points signaled the losses within– the explosions had been calculated to reduce those inside to scrap metal. And from all signs, it had.

There was no doubt in Prowl's mind– Praxis had won this inch of territory.

For now.

This wouldn't stop Kaon's expansion plans, however. Logically, the only thing left for Praxis to do was station their own forces there, and hope that Kaon wouldn't bother using the big guns on this outpost before they figured a way to dismantle the new combiner forms from a distance.

Prowl climbed through some of the wrecked barricades– alone, following the order to comb for survivors. He had made very few attachments in the time he'd been with this squad; and no one wanted to be partnered up with someone who was so focused on the mission, that he didn't seem to care if anyone survived– even himself.

The truth was that he knew better than to involve his emotions in these life or death situations. Prowl was not interested in involving feelings with any decision that he was going to make that might affect the outcome of a fight. Sorrow for a fallen comrade would be a distraction that he simply wouldn't and couldn't have.

That was why he was alone as he skulked along the inner trench, heading for one of the smoke-spewing turrets. And why Prowl was by himself, when a shadow detached itself from the uneven wall, and launched itself in his direction with a frustrated snarl.

A white helm and blue visor registered in the corner of his vision, just as Prowl swung the butt of his rifle towards the source of the sound.

There was a satisfying crunch, and the figure staggered back, holding a hand over his face. Shards of blue fell to the ground with a faint ringing sound. Prowl swung his rifle around, business end towards the shadow– which he now noted was painted with some of the gaudiest gold and orange flames he'd ever seen. Why had he not noticed this one before?

And for that matter, why was this one still alive, and relatively undamaged?

"Stand still, Decepticon." Prowl finally told him, a calm cold expression containing any annoyance on his face. "You are my prisoner."

"...I ain't a Decepticon." The hand over the face was pulled away with a visible wince. Golden optics gave him a pained look. The impact from Prowl's strike had damaged the mech's face, pushing the nose to one side. "I'm... jus'– tryin' t'go home."

Raw emotion. There was fear in the face of his enemy. This was one of the soldiers that had caused the deaths of some of his squad. Who had been harrying the convoys for months. By all rights, Prowl should just shoot him, and get it over with.

"If you're not a Decepticon, then why did you attack me? Who are you?" If he was telling the truth, and he was just a slave, there would be no reason for Prowl to have to kill him.

"I'm... Ricochet." There was some hesitation at the name. A lie. "I'm not s'posed to be here– they just picked me up an' patched me t'gether after Havok tore up the arena, then sent me here–" Fear and oddly, annoyance were coloring 'Ricochet's voice. "An' I've been tryin' ta find a way out ever since."

"Your name is not Ricochet." Prowl noted quietly. "And you still have not explained why you attacked me."

The black mech shrugged, almost looking embarrassed.

"I panicked." he said. "I ain't been in a battle zone like this before."

"It probably will not be the last."

"I hope it will." The anxious look came back, "If I hadn't gotten caught, maybe none o' this would've happened–"

The soft click of a weapon from somewhere behind Prowl alerted him to a second presence in the alcove.

"It's taken me far too long to find Jazz," a feminine voice told him quietly, "For you to accidentally kill him here. Drop your weapon."

Jazz's gaze hadn't changed. He had to have seen the femme sneaking up on Prowl. Maybe he was a better actor than he'd first thought. If he shot the mech in front of him now, the rest of his troops would be on the spot within moments. Prowl's finger tightened on the trigger.

The amber optics watched him quietly from the open and broken face.

A silent discharge of energy hit Prowl from behind, paralyzing him. The rifle fell from useless fingers. Before he could fall, however, the dark mech stepped forwards to ease him to the ground. No clatter. No re-enforcements.

Prowl was at their mercy.

"He was just tryin' to protect his city– don't hurt 'im." he heard the soft tenor say, "Is there a way out?"

"There's a way. Tacheon's been going out of his mind. Had to be to call on me for this." the voices started to fade away, along with the numbness of Prowl's limbs. "The two of you owe me big time."

By the time he had been able to stagger to his feet, and follow, Prowl found no sign of the pair. And by the time the leader caught up to him, he had decided not to inform anyone of the incident. There was no logical purpose to it.

And the chances that he'd meet Jazz again were fairly astronomical.

**

* * *

**

**Undersea Base**

The seeker's voice didn't carry very far, so he had to make the little vocalizer static sound several times before the feral femme looked up from her computer screen to give him an inquiring gaze.

"Yes, Fleetwind?" she asked, in the familiar whispery tones, "Have you..."

"No, Ma'am." he answered carefully, watching as her gaze flickered from him towards where her 'patient' was alertly toying with some small piece of equipment– a datapad perhaps. Fleetwind couldn't see what it was from this angle. "There were re-enforcements, Arachnae, the red one showed up and I couldn't hold him off and fly–"

"Where the gold one is, the red one cannot be far behind." Arachnae hissed softly, then noted his look at the black-painted figure beyond her.

"Is that–" the yellow seeker started.

"Recoil," Arachnae cut him off, raising her voice slightly. The dark seeker raised his head, then turned to heed the purple and black femme's call.

"Yes, Ma'am?" the voice was well modulated, the exact timbre that Fleetwind remembered Recoil having, but the intonation was completely off. As was the light smile on the sculpted face. It was, he realized, quite disturbing. Even though he knew Recoil had been dead for millennia.

"Recoil, this is one of your old wing-mates. Fleetwind." Arachnae almost purred. "Recoil doesn't remember anything." She told Fleetwind, apparently happy to ignore the startled look that the pastel seeker was giving her. His gaze quickly moved to the dark one, who was just watching a point just over his left shoulder.

"Lookin' forward t' flyin' with ya again." Fleetwind blinked, wondering why Arachnae had disconnected the optical circuitry– ethics aside...

"Fleetwind was trying to catch the Autobot who did this to you." Arachnae explained, the same self-satisfied purr in her voice. "And once we re-teach you how to fly, you can go with Fleetwind, and kill Prowl."


	2. Slings and arrows of outrageous fortune

**The Ark**

The sun had barely made it to the other side of the sky before trouble started again. The rest, Prowl had found, was rarely silent, even if the Bard himself said so. Instead the sounds of an arrhythmic thudding echoed through the bones of the mountain itself.

Ordinarily, he would have dispatched someone to go find where Sideswipe was taking his frustration out on the volcano's slope, and ask him to move it to the cliffs, or to the desert before he started to collapse some of the Ark's infrastructure. Ordinarily, there would have been a short argument, whereupon names were called, feelings bruised, and someone would have to step in and mediate before it had to be brought to Prime's attention. Not that Sideswipe and Sunstreaker wouldn't listen to reason. Or to Jazz.

But this time...

This time it was different.

Prowl left the spartan quarters where he'd been staring blankly at a page of old Earth literature Jazz had given him to read–

_"Found some real neat stuff, Prowl–" Jazz's enthusiasm for Earth's culture was bubbling over again, and once more he was trying to share what new thing he'd discovered. "Poetry— think you might get a kick out o' this Shakespeare fella– he has a real way with words."_

_"Later perhaps, Jazz. I'm rather busy right now–"_

_"All right then," The disappointment was only apparent to someone familiar with the white and black mech— and even then, it was as fleeting as a summer breeze. "Later then."_

Prowl found himself at the end of the corridor to the outside, where now his audials were picking up yelling, punctuated with the dull thud of a pile driver hitting solid rock.

"...kill them all..."

With the faintest of sighs, Prowl headed towards the source of the disturbance.

* * *

"Please stop, you are causing debris showers inside the ark." The quiet calm voice barely penetrated the haze of rage. Instead of being like water on the fire, however, it acted as an accelerant, causing another flare of anger. 

Sideswipe spun, still scowling, air intakes gasping as they pulled in a larger quantity of the cooling ox-nit mix that dominated this atmosphere. He carelessly swung a driver-topped arm in the direction of the voice without even thinking about it.

"There are other places where you will not cause–" The voice halted as Prowl stepped out of range. It wasn't necessary. Sunstreaker had already stepped between, and grabbed the arm.

"Stop, bro. Prowl just asked you to move. Like I've been tellin' you that you should." The yellow blur gripped the arm almost too tightly while the drivers automatically retracted in favor of fists.

"Leggo of me, Sunny–" Sideswipe snarled, "Leggo–" The words poured out of his mouth without his conscious control. "He don't care. Jazz is dead and he don't give a damn." Glaring at the reserved tactician, he continued, "He should've called me an' 'Breaker to be there earlier– and we could've been there. Maybe if we had, I could've caught him– we would've been able to save him–"

"Should've, could've would've..." the voice was almost too quiet to hear. The calm undercurrents had been replaced by something that almost sounded like guilt to Sideswipe's enraged mind. "It wouldn't have made a difference." Prowl turned to walk away.

"You've never liked Jazz," The accusation barely made itself heard above his brother's growled 'Shut UP, Sideswipe'. "Never."

The remark hit home. Sideswipe could tell by the way Prowl stopped short, door-wings quivering – and then a slight droop, as they lowered themselves with his shoulders.

"..doubt thou truth to be a liar.." Sideswipe thought he'd imagined them for a moment, "We may have had a rough start, but don't..." he paused, "I do care, Sideswipe." The shoulders squared, and the posture stiffened as Prowl headed back inside the Ark.

A sudden rough shove sent Sideswipe stumbling forward, almost knocking him over.

"Nice job, dumbaft." the sharp as diamond cut steel voice stopped him before he could recover and swing.

"What?" Sideswipe stared at his brother. "What?"

* * *

**North-Western Protihex:  
****After the Decepticon Retreat**

Casualties had been light; to Autobot forces anyhow. Prowl couldn't say the same about the civilians. They'd arrived too late to stop the Decepticons from acheiving their objective– the destruction of the neutral negotiation facility at the heart of Protihex. Even as Prowl finally caught up with Prime's forward strike group, he could see the death list of the main tower, and plumes of heavy smoke rising from the southeast.

The likelihood of survivors in the center of the city was almost nil.

Unlike his own city, Praxis, most of the bodies that Prowl had seen were unarmed. Artisans, merchants– a few security types, but no soldiers– all taken unawares somewhere in their daily routine. Like Praxis, the invading forces had shown no mercy. The few survivors that Prowl had seen being tended to had been well hidden, most with the same look of shock written in every line of their bodies.

It would take a long time for them to recover.

As always, a bid for power had been involved with the attack, something that Intel had found out about– too little information, too late. Megatron had been denied. Vengeance– retribution would now be forever carved in the lives of the uninvolved, the relatively innocent.

"Keep him talking Sunstreaker, Prime and I will be there as soon as possible."

Prowl pulled into the abandoned crater that had only yesterday been a thriving commerce center, just as Ratchet closed the transmission. Even though it appeared that the Decepticons had fully withdrawn, he let himself hope that the words he'd overheard didn't mean that they'd lost half of the most capable fighters that the Autobots had, even temporarily. He hadn't heard any more reports of fighting though.

Ratchet hastily gathered tools and parts from the work area that he'd set up in the area, while Prowl went directly to Optimus Prime.

"Northeast quadrant is secured, Prime," he reported quietly, "Is Sideswipe down?" Prowl watched the Autobot leader gesture him to take point, as Ratchet made his way to the bomb-twisted road that lead towards the city center.

"Sideswipe found a survivor near the main tower–" Prime took up lead, transforming to push through some of the debris to clear the way for Ratchet and Prowl to roll through. "Alive."

"Doesn't sound as though he's going to make it," Ratchet muttered, adding something rather dark and harsh about the Decepticon attackers in undertones. "But if there's a chance–"

"We know some of what happened," Prime continued, "But if Jazz is from the tower like Sunstreaker and Sideswipe seem to think–"

"Jazz?" Prowl said with some alarm, a long ago memory surfacing.

_"It's taken me far too long to find Jazz," the feminine voice told Prowl quietly, "For you to accidentally kill him here."_

"Sunstreaker got a name out of him. He didn't want to go in to look for survivors, and now he's insisting that we can't leave." Ratchet snorted.

"Jazz could be a Decepticon plant," Prowl suggested reluctantly. There could be two mechs with the same name– there was always a chance. "We should be cautious."

"The twins don't seem to think so." Prime led them around a crater in the middle of the road. "And you know how they are about Decepticons." Prowl knew. They all knew. And could almost feel sorry for the Decepticons that got in the pair's way. Almost. "But we'll be cautious."

There was no more time for speculation. The broken tower had been growing in his vision, like some terrible growing metal structure. The road was impassable from here– and they all transformed to pick their way through grounds that reminded him somehow of long ago battlefields. Destruction would always have the same cold gray look to it, no matter where it was.

The yellow figure, as dust and scorchmarked as he was, stood out in stark contrast to the blacks and grays of the ruins and bodies around him. A bright sun in the middle of a dusky sky.

To Prowl's surprise he heard a peal of laughter coming from the red warrior kneeling beside a mostly white body that lay among the gray. A flicker of a smile crossed Sunstreaker's normally sober visage, as he nodded at the medic and his escorts.

Ratchet immediately went to the side of the fallen white mech.

White. Not the same color at all. Prowl had just been paranoid for nothing.

Surprisingly, Sideswipe stayed with Ratchet. Neither of the brothers had shown any inclination of wanting to be in the presence of the medic for more than was absolutely necessary before– something had obviously changed.

"Hey, doc." the light voice was colored with strain, weakened by pain. And somewhat familiar.

"Jazz has been havin' trouble staying online." Sunstreaker's voice sounded close to Prowl's audial, "Swipe got him talking– got a few details here and there that might help Ratchet out if he passes out again."

"And a somewhat familiar face will keep him calm" Optimus was nodding on Prowl's other side. "Good idea."

"He's been nothing but calm." Sunstreaker shrugged. "Probably shock or something." Prowl frowned, taking a step away, and trying to get a glimpse beyond Sideswipe's broad red back. "He was even cracking jokes with Sideswipe for a bit."

"Something wrong, Prowl?" Prime's gaze was on him, as he finally saw the mech beside Sideswipe.

Amber-gold optics focused on the red mech crouching beside him, features marred by a long slice down the side of his face running from temple to jaw, and yet... Prowl instantly recognized the set of suppressed fear in it. The slight narrowing of the optics. The jaw clenching– the little signs that he'd recognized the last time he'd seen this mech.

Paint could be changed easily.

"He's not calm," Prowl said softly, suddenly aware of the dark glare that he was getting from Sunstreaker. "He's terrified. Have you checked the area for Decepticon snipers... explosives?"

"Prowl, there's no one left alive in this area except us and Jazz." The gold scowl was seconded by the sudden turning of the red warrior to stare at the tactician.

"Is there some reason that you think this might be a trap?" Prime's concern was showing as he stepped beside Prowl. "Some reason that we shouldn't trust him?"

_"...I ain't a Decepticon." ...Golden optics gave him a pained look. ... "I'm... jus'– tryin' t'go home."_

"I've seen him before." Prowl nodded once. "And he was with the Decepticons."

"He's the minister's top aide." Sunstreaker let out a string of curses. "And you'd be afraid too if Megatron shot you, everyone you knew, and then threw you out a window."

"So you believe he's a Decepticon plant?" Prime asked.

The raised voices had caught Jazz's attention. As Prowl watched, the curious gold focused on him for a moment. A brief puzzled expression formed itself on the face, before the optics darkened and shuttered. Ratchet cursed softly.

"Need to get him back to Iacon." the medic rumbled, "There's nothing more I can do here." He joined the others in giving Prowl a hard look. "Jazz is as stable as I can get him for the time being– but I will have to get to work soon if I'm going to be able to save him."

One more time, Prowl looked around the area. No mysterious voices, no snipers, no look of guilt from the unconscious mech. Maybe he was wrong.

"Load him in." Prime had already transformed and opened his cargo door.

Prowl's concerns had been overridden. They were going to save Jazz after all.

Prowl could feel the heated glares on his back the entire way back to Iacon.

**

* * *

**

**The Ark**

"Prowl?"

The sudden hint of uncertainty in the voice almost startled him as much as the echo in the empty room itself. How long had he been sitting in the darkened quarters, illuminated only by the data-reader on the desk?

An hour?

Two?

"Prowl? Are you . . .all right?"

Jazz was dead. There would be no more 'later'. No one to bound into a room to show him something that might interest him, or that might be considered beautiful.

In Jazz's surprisingly tidy quarters, Prowl had found the data-reader waiting silently, as though its owner had merely set it side for a moment, and would return at any time. Almost unwillingly, Prowl had turned the screen on to see what the special ops officer had been reading before he'd been lured to his death.

Shakespeare.

Somehow it didn't surprise Prowl.

"Prowl?" A large hand settled on his shoulder.

He finally looked up at the only being who'd dared to disturb the silence of this lonesome room with his presence.

"Are you all right?" The persistent question came again. No way to avoid it.

Prowl considered the query for another beat– as long as it would take for a human heart. Physically he hadn't been harmed as badly as others. Minor repairs had been finished hours ago, and even now his systems were optimizing.

"I'm fine."

"It's always hard to loose a friend," The hand dropped away. "It will hurt less in time." Prime waited a moment, as though expecting a response.

"I understand." Prowl answered. He hadn't intended on making friends. When was it... what moment had he stopped avoiding friendship and emotional attachments? When exactly had the lives of this crew, and some in particular become so fundamentally important to him? "I just don't want to forget."

"You won't. We won't."

Prowl's gaze fell back on the data-reader, the phrases that he had been re-reading for the last hours. And again, they echoed in his mind.

**_...To die. To sleep. To sleep perchance to dream...  
_**_**For in that sleep of death what dreams may come  
**__**When we have shuffled off of this mortal coil...**_

_Only good dreams, Jazz._ Prowl fervently wished. _Only the best._

**

* * *

**

**In the Skies**

It was, he reflected, like one of those nightmares that you had, where you were falling into an endless black void, wind rushing by, as you knew you were coming closer and closer to the bottom. Except that if it were a dream, now would be a good time to wake up. But this was no dream, and with the continual rush of unfamiliar sensations against his wings _(wings?)_... Recoil hadn't a clue what to do.

"Transform, you moron." Fleetwind's mild voice with an unaccustomed insult sounded just above his left flank. "Use your wings, if you aren't going to use your anti-gravs."

_But I don't have–_

Another unfamiliar twinge as the thought of anti-gravs entered his mind, and his fall started to slow.

"About time." The soft voice grumbled– still close by– but above. He listened carefully for the sound of the other's engine purring neatly in the air over his head. And the other– the soft whisper of a silky cloud brushing against cool metal. She had followed the descent as well.

"Very good." Arachnae's soft and sibilant voice tickled against his audials like the soft hush of driving through a puddle in the middle of a rainstorm. He frowned at the thought, which seemed so much more right than skimming the clouds, as they were doing now.

Moisture kissed his leg, as he drifted through the cloud, still trying to chase down the thought.

"What are you thinking?" he listened as the owner of the whispersoft voice glided to a halt beside him, hovering there. The slight hum in his legs had a soft musical tone to it– but he could hear the harmony in the pair flanking him.

"That I'm glad t'not be fallin' anymore." Recoil replied, giving a grin to the pair. "Guess... I'm a li'l rusty."

"Anyone would be after what you've been through." The voice purred, echoing oddly as Arachnae seemed to turn her head away from his audial. Almost as though she were looking towards Fleetwind.

... Who was staying almost studiously quiet. A slight sub-vocal crackle, as though he'd been about to say something– but decided not to. Like someone'd given him a 'shut up' glare.

"Kinda strange though." He added in the silence of the slight disharmony caused by his own anti-gravs. "Almost feels... " He stopped, letting that puzzled expression run across his face as he attempted to figure out what exactly had stopped him. "Feels like m' wings ain't really... a part of me."

Silence. The thought that had plagued him since he'd awakened was finally expressed. And... had apparently stunned his companions.

The sound of metal flexing from one side, and a soft snort from the other.

"Really, my dear?" Air moving against metal skin, softly. "You should have told me..."

A taloned finger brushed softly against his wing.

* * *

Fleetwind had been wondering how he'd managed to get himself in so deep. 

How exactly had Arachnae managed to rope him into her plans? He was usually so good at staying out of these drawn out, intricately planned revenge schemes that his superiors insisted on. He would've preferred to just kill the Autobots, and get it over with.

Instead, Fleetwind was helping to teach this… _abomination_ to fly.

A motion from the female as the dark one confessed that he didn't really feel comfortable with his wings made the sky-born flier open his optics wide; disbelief sent a voltage spike through his system, causing the red lights of his visual sensors to flicker. As he watched, Arachnae brush her talon against the other's wing again. He was about to voice his shock when another glare from the female silenced him. Did she know – surely she knew! She had studied the systems of their kind so extensively; there was no way she couldn't know just how… sensitive the wings were.

Fleetwind crossed his arms and glowered as she continued to stroke the black seeker's wing. The ground-built stiffened and emitted a brief, uncontrolled hiss, an electronic gasp that doesn't call for air, before he could shut off his vocalizer. This was obviously a sensation he wasn't used to. _I suppose wings would be a lot more sensitive then mere_ **_doors_**, mused the true-built. But he still couldn't see the purpose. This particular battle would be over far more quickly if it weren't for the persistent and annoying quest for revenge.

And he couldn't even see the purpose of this! If there's some sort of hope that she'll get to watch as the other's own friends shoot him out of the sky, why worry so much about getting him acclimated now? And if she allowed Fleetwind to just kill him now, they wouldn't have to worry about his allies finding out and returning him to his own form…

…where he'll now _know_ what he's missing. Where he'll _know_ what he's done. He may not remember anything, but a part of him knows he's not in his natural body. That much is clear. But every experience leaves its imprint, and even if he's returned to his natural form, part of him will always remember what it was like to taste the sky. And if he never remembers, and stays in this body, he'll still not be able to shake the feeling of having once been a _– igh –_ dirt kisser. For the rest of his existence, he will never fully be comfortable in his own shell. The true-built smiled cruelly. Actually, put that way, Fleetwind really could see the appeal of this whole affair.

He flew down closer to the other two and shared a smile with the initiator of the whole affair, approaching the new flier from behind. "We'll make sure they feel like a proper part of you soon enough," Fleetwind murmured, his tone lower and more beguiling than before as it battled with the rumble-purr of his engines to be heard. He raised one hand and brought his finger to the hinge where steering-flap meets wing. She may have studied their kind extensively, but he knew all the sweetest spots from several million years of living as one, and that hinge, that joint… that was the most sensitive spot on the already sensitive wings. His smile got wider as he ran a light gray finger lightly along the seam. He looked up again at the female, letting her know by the expression of his face that he was now more then willing to help in… whatever way was called for. Perhaps this would be fun after all…

* * *

"Shouldn't... " Recoil managed to say between the maddening touches, "Shouldn't we be flying?" The idea of falling in the darkness again suddenly seemed a definite possibility as the other began to trail a lazy finger along the seam on the other wing. It was sending a balance-destroying shiver through the network of sensors, already overcompensating for the one lacking. If he'd been standing on the ground, he'd have fallen over. 

"We are flying," the female purred, letting her talon lightly scrape against the leading edge.

The soft grate of metal against metal made him shudder again, the engine of the second purred softly at his side as a position was changed. In front of him now. The sound of intakes, the scent of paint or polish– and Recoil reached for it, touching the face with one cupped hand. Exploring the contours with a delicate touch, even as the first continued to trail talons along surprisingly sensitive spots along the wings.

Fleetwind's face wrinkled in momentary surprise under his touch.

Uncertainty made him pause, fingers still gently tracing along the edge of a jawline, though... somehow Recoil was just as certain that he'd rarely ever hesitated in his life.

"No," the wingmate said, a smile tightening the metal skin beneath his fingers, "He's right. We're only hovering..." the soft sound of wind brushing against metal, and the soft sigh of hydraulics and fingers snaked through his own, pulling one set of curious probes away from the face, "We should be soaring."

"Yes..." A soft chuckle from behind, and the Arachnae stopped the sweet careful assault on the sensors along his wings. "We should continue the lesson."

A soft sigh of regret at the cessation of the touch, and Recoil allowed the other to pull him along through the soft sky- moisture that beaded on his face, and quickly evaporated at the heat of metal skin. Familiar unfamiliar feelings told him they were banking upwards, ignoring the local gravity as they went through the clouds at a steady pace.

The soft humming purr of engines was a reminder that they were three, not one, in the neverending darkness.

How could he have ever forgotten this... joy? This freedom that flight brought to him?

The wondering smile slipped its way back onto Recoil's face, and as they broke free of the cloud, the clear warmth of the sun on his wings he said as much. Freedom. Joy.

"Transform," Arachnae suggested, in amused whispery tones, "Transform and we will soar higher so you will never forget again."

Fleetwind's fingers left his, and the soft breeze of air being displaced from before and behind told him that his companions had just done so. An odd sense of momentary panic, as though he were bending in the wrong directions– and then instinct took over. He felt the shift from one form to the other as though he'd been doing it all of his life.

A short burst of delight, laughter pealed from him, and he dismissed the odd thought.

"Let's fly!"


	3. There are more things in heaven and eart...

(Note: Parts of the last chapter-- specifically Fleetwind's bits were cowritten by Sailor Loon, who also owns Fleetwind. Thanks Loon!)

* * *

**The Ark: Command center**

Time had passed in its usual slow jog.

It had only been a day and a half since Sunstreaker and Sideswipe had been taken off of clean-up duty after their impromptu shouting match had turned into a scuffle down one of the Ark's corridors. The mess they'd left hadn't really been a pretty sight, to say the least-- even Wheeljack had just stared in amazement.

Surprisingly, neither had complained when assigned to clean it up. They'd actually been rather... quiet. Sideswipe had almost been apologetic when Prowl told him that he'd be mopping for the next few days.

Other than that, it had been a quiet time for the Autobots. All shattered when Teletran One announced the presence of Megatron and Soundwave at the distant Jameson Hydroelectric plant. Optimus Prime had sped off with a handpicked squad in tow. No Jazz to call them to arms-- so Prime had chosen to perform the task himself.

Every little bit of morale helped.

Prowl didn't mind being left behind this time. He knew that he'd be called upon to fight again eventually.

The thirst for violence exhibited by the Lamborghini twins had always made him a little wary-- even long before they left Cybertron. The twins had been built to fight: Prowl had not. They had been tempered by time in cruel situations. Prowl had known little about Kaon, other than the propensity towards violence, and the constant pressure of fear as the Kaon forces surrounded his home. At least until the Antipode incident, where Prowl had learned far more than he'd ever wanted to know...

A flashing red light on Teletran One's main console brought his thoughts back to the present; more news about Decepticon activity. Prowl keyed the Ark's intercom with the faint trace of a sigh.

He'd lost more than a shell of unemotional objectivity over the span of years.

And it was all Jazz's fault.

* * *

**Near the beginning of the Third Cybertronian War**

**Retoris Field**

Tactics take time, but that was one commodity that the Autobots were in short supply of in this particular battle.

In the short eternity between when the Decepticon laser found its mark in Prowl's already shredded shoulder armour, and the moment that he hit the ground, the tactician barely had time to think about the probabilities of errors on his part. The last three outposts like this had been taken. Almost as though there had been a leak of information to the Decepticons so that they would know precisely how to break the line.

Time, Prowl realized, had run out, and all he could do was observe as the brightly colored yellow and red warriors disappeared in a sea of drab colors.

And then there was only darkness.

* * *

**Kalis Station**

Consciousness didn't so much slip back into Prowl's awareness, so much as sneak up behind him, and hit him with a very large mallet.

At least that was what it felt like.

Prowl stifled the urge to groan as the extremities started to come online, vaguely noting that the room was occupied by at least one other patient who was being seen to by Ratchet. His own internal diagnostics told him that the medic had already finished with him, though his primary systems would take a few more hours to finish re-connecting. It would, he realized, just be a matter of rest.

He wasn't sure, at first, what had called him back online before his systems had finished recalibrating. An unusual sound, perhaps? Prowl had a vague memory of someone groaning in pain. But that was hardly out of the ordinary.

"Don't lose that visor no matter what," Ratchet was growling to a blue mech heading out the door.

Blue paused a moment in the door to turn and give Ratchet a wan grin. It took Prowl a moment to realize who it was.

"I know, Doc," Jazz said quietly, "Thanks for helpin'--- I'll be bringin' them back." The door closed behind him with the rasp of ancient gears.

Ratchet sighed, and muttered darkly, fingers tightening around the edge of an equipment stand as he visibly fought the urge to take action. He managed to keep it to a sharp kick to the base of the stand. And then he turned to meet Prowl's calm and -- Prowl admited to himself-- curious gaze.

"How long have you been awake?" The professional question escaped his vocalizer easily with, Prowl noted, only a hint of wariness to it.

"Long enough. Where is Jazz going?"

"Not long then," Ratchet seemed relieved somehow. "He's going to get his foolish tailpipe killed.Or worse." The medic took the opportunity to busy himself with the monitors around Prowl.

"Is it really that serious.?" Prowl asked.

"Yes," Ratchet replied sharply. "He should have waited a day or two until we could get him to Iacon, so that I could've done more than a blasted jury-rig patch job that could end up blowing out the entire core visual centers." Prowl stared at the ranting medic while he uttered a few more curses about diamond-headed mechs.

"Why wouldn't he wait?" Prowl interrupted at last. It made no sense, unless-- he started mentally going through outposts that Jazz had been stationed at over the past few years. How many of them had been attacked? A frown worked it's way onto Prowl's face. "Does Optimus Prime know?"

"Optimus Prime slagging approved, even though he knew what the consequences could be." A whole new range of words that Prowl hadn't heard yet emitted from Ratchet's vocalizer. Then, reluctantly, "Sunstreaker and Sideswipe were captured-- and sent to Pavilion. Prime found out that Jazz might know a way in and out, so we could rescue them. Jazz volunteered to go."

"Pavilion is a Decepticon city." Prowl stated quietly, trying to ignore the alarm that was telling him to demand to talk to Prime, and stop Jazz. "He would have to be--"

"An idiot who cares more for his friends' safety than his own." interrupted Ratchet. "Sunstreaker and Sideswipe have been watching out for him since they found him, and he's finally getting the chance to repay them-- I think the idiot would've gone even if I'd refused to help."

"Why would he risk his life like this?" Prowl persisted, "Unless he's--" The scowl on Ratchet's face made him stop before he finished the thought.

"I didn't think your audial systems had gotten damaged, Prowl. I just told you. Jazz is doing it because he cares about them. I know that concept is foreign to your logical self-centered existance," Prowl frowned, ready to argue-- but Ratchet continued. "Jazz, from all I've found out about him, was built to learn, and one day be Tacheon's replacement, as the head of the Trade organization. He's been more of a diplomat than a fighter."

"They said he was an aide." Flatly.

"Jazz could've gone anywhere after the center of Protihex was destroyed, picked up the pieces of the facility that Tachaeon built. Instead he **chose** to remain with us-- because despite our quirks, and despite the sometimes hostile treatment he gets from certain 'Bots." Prowl must have looked as though he were about to protest, because Ratchet suddenly jabbed a finger in his face. "It's mainly you, Prowl, but your attitude when it comes to anything that involves Jazz is starting to rub off on some of the newer Autobots, and they're starting to push him away. It's got to stop."

Prowl was silent for a moment. Had he really allowed emotion to cloud his judgement?

"The only thing that Jazz has said to me is that he made a very bad first impression on you. He didn't want me to say anything, but--" For the first time that Prowl had known him, Ratchet hesitated. "There's a huge chance that he's not coming back." The medic half turned away, "This is a war. We can't afford to let a bad impression keep us from working together." Ratchet moved away, and began to pick tools up. "You need to rest now-- but just try to think about it."

_The only thing Jazz has said to me is that he made a very bad first impression on you._

Had Prowl made a mistake in judgement with Jazz?

The troubling thoughts followed him into light recharge.

* * *

**Two Days Later**

Prowl stopped in at the end of his first full day outside the repair bay for Ratchet's standard check in. A few moments after he'd cleared the doors, they sailed open again to let Wheeljack barrel in.

"Hey Ratchet," he called without pramble, "Prime told me to warn ya-- he got a transmission from Ironhide." Wheeljack's excitement was bubbling over. "They did it. Hazard left twenty minutes ago to pick 'em up. 'hide says 'Works told him that the twins will be fine-- nothing we can't handle here."

"And Jazz?" Prowl asked, before Ratchet could speak.

"All they told me is he had a little accident, and can't transform-- that's why they're sending Hazard." Wheeljack answered, and then suddenly nodded towards Ratchet. "Oh. And Jazz lost the visor you gave him."

Prowl glanced at Ratchet, expecting to see a look of thunderous anger at the news. Instead...

"I warned him," was all that the medic said, with a hint of regret. "When do they get back?"

"Should be landing in about ten minutes." Wheeljack started to move around the tables, "I'll give ya a hand to get ready for 'em."

"I will go see if they need help transporting the wounded back here." Prowl said quietly. Ratchet was right.This war had no room for personal quarrels to get in the way of cooperation. There was only one way that he could think that would logically resolve it.

And before he left the repair bay for the hanger, Prowl caught a glimpse of Ratchet's faint smile of approval.

The hangar itself was ancient. In a bit of disrepair-- but it was functional. It looked even worse from the outside, Prowl knew-- no rational being would want to inhabit this station. That would be one of the main reasons that the Decepticons hadn't found them there yet.

Prowl watched the battered blue mech limp out of the heavy transport, and insist that Ironhide and Pipeworks take Sunstreaker and Sideswipe to the repair bay immediately. Jazz probably would have insisted on reporting to Prime before going himself, had he not stumbled on the edge of the platform.

The drawn and weary look on Jazz's face had given Prowl enough of a warning so that he was able to be there and catch the mech before he hit the ground. He'd lost the visor-- and gained a few injuries since he'd left the repair bay two days ago. And most telling: Jazz didn't even react to who'd just touched him. Normally he would have pushed away to stand on his own.

Jazz couldn't see him.

"Hazard, please inform Prime that Jazz will be in the repair bay if he wishes a debreifing. I will make sure he gets there."

"...Prowl?" Jazz immediately made that expected effort to stand on his own, sounding just a little wary. "I'll be jus' fine, really-- I can make it on m'own."

Jazz's face, Prowl noted as he studied the injured mech, was damaged in a familiar pattern. Nasal ridge dented and slightly pushed to the side. The optics weren't afraid-- only glowing faintly at the moment, as the mind behind them tried to strain to look at him.

"Who hit you in the face this time?" Prowl asked in a low tone, as he pulled the other's arm over his, and began guiding him towards medical.

Jazz started to jerk away in surprise-- but Prowl wouldn't let him.

"You can barely walk. Let me help." Prowl told him firmly, "There is also the matter of a long overdue apology." Jazz started to say something, but Prowl continued. "Mine. Not yours."

They talked quietly the rest of the way to the repair bay, and the few hours that Ratchet and Wheeljack were occupied with the brothers that Jazz had risked everything to save.

Things wouldn't be perfect, but at least Prowl had learned that, while you can't change the past, you can always change the future. And sometimes emotional detatchment is only a fantasy.

* * *

_**Festival Interrupted by Giant Alien Robot Battle**_

_AP Orleans, CA**--** The city's 25th annual 'Jazz in the Park' celebration was disrupted yesterday evening by the arrival of several Decepticon jet fighters at Coltrane Park. Witnesses say the giant robots seemed to have no interest in human casualties, instead focusing all of their attacks on the lone Autobot in attendance. _

_No injuries were reported, however weaponsfire started several small fires, one of which destroyed the gazebo where the musicians had left their instruments in the ensuing panic. Local authorities have the area where the fighting occured blocked off for haz-mat teams to clean up the spilled fuel. The Autobot was rendered inactive and carried away by the Decepticons._

**

* * *

**

**PRESENT: Highway 96, Orleans California**

Prowl heard the sound of jet engines before he even caught a glimpse of the black and pale yellow streaks that were zooming over the highway from above. For some reason these two flyers had been zooming over this section of the multiple lane highway for quite some time today. The scenario of two jets buzzing the highway was itself disturbing, however the way that the Decepticon jets seemed to be waiting for something made him more uneasy.

And now that he'd arrived on the scene, Prowl realized something else about the arial duo that SkySpy had missed.

They were playing.

_What_ they were playing was a little unclear. Something of a cross between 'follow-the-leader' and 'double dare'. Pale yellow seemed to be in the lead for the moment.

As they watched, Yellow pulled a tight circle in the sky, banked around a radio tower, and soared downwards on his 'side', nearly brushing the pavement between cars with a wingtip. Black followed a little less gracefully, and came a fraction closer to actually hitting a suddenly opened door as another human decided to take his chances outside of his vehicle.

"Is it my imagination," grumbled the voice to Prowl's left, "Or are they _laughing_?"

Above the roar of engines and rush of wind, Prowl heard the faint ghost of laughter peppering down on them like hail in a thunderstorm. Sideswipe was right, Prowl realized. The two seekers were playing games.

"I hear it," he acknowledged, "Let's see if we can get them to play somewhere else, before someone gets hurt." Prowl pulled around the stopped station wagon in front of him, and into the breakdown lane, racing past the 'Emergency Stopping Only' sign. If anything counted as an emergency...

"You mean besides them?" The red lamborghini was right behind him.

"We want to avoid engaging them in combat this close to humans."

"Huh." Sideswipe grunted, "So we just grab their attention, an' ask them to leave?"

The fliers executed another mid air loop, and came almost close enough to scrape paint.

"That's the general idea." Prowl found an abandoned spot on the bridge over a river that the little sign announced to be the 'Klamath'. It was clear of vehicles-- and most importantly, Prowl could find no humans on it in his scans. He accelerated towards it, and transformed. "Just try to keep their attention away from the human vehicles if they should decide to open fire."

"Riiiight..." he heard the frown, even before the red warrior transformed. "Why don't we just shoot them down and get it over with?"

"Can you assure me that they'll land in the river, and not hit anything that could cause damage to a human?"

Sideswipe had no response for that.

The seekers had apparantly noticed the Autobot's transformations, and were headed back towards the direction of the bridge-- diving as though they meant to crash into Prowl, as he stood and waited.

* * *

"It's about TIME."

Even before Fleetwind's sulky mutter interrupted the peals of laughter that echoed oddly between the human made structures and the clouds, Recoil was having his doubts.

Not about the truth behind Arachnae's word-- she'd been most gentle with him as he'd been recovering. And she'd saved Recoil's life. No. Arachnae had no reason to lie to him. Nor did Fleetwind-- even if the other seeker's attitude sometimes slipped into some kind of superiority funk. They were wingmates, that had to count for something. Fleetwind had even been trying to hunt Prowl for him. The two Recoil knew and trusted would hardly betray him, after taking so much care to restore and retrain him.

So why did this whole vengance business feel... wrong?

Recoil's other senses were making up for the lack of vision. The whole idea of revenge had lost it's edge after the initial anger at finding himself in the dark again (_again?)_. Then with the flying lessons, came another surprise. Once the initial fear had been overcome, he'd noticed something. The shadows around him that he'd assumed were his imagination had grown more solid in the bright light of this planet's sun.

Recoil supposed he should tell them both about his vision, or at the least, tell Arachnae about the lights and shadows that marked the presence of his companions, or their absence. Somehow, though, he was hesitant to even bring the subject up. So he kept silent, again, with the uncomfortable feeling that there was something not quite right.

He had no objection to a little fun, however, and Arachnae's suggestion that he and Fleetwind go and play to see if they could draw out Prowl for the hunt wasn't completely repulsive. After all, he needed to work on coordinating flights with his wingmate. The first flight had been full of awkward bumps and touches, which-- while somewhat pleasant-- made Recoil wonder if he'd ever be used to flying again.

As he sailed downwards, following his companion as closely as he dared, Recoil realized, at least for the moment, that he'd managed to not bump Fleetwind. A definate improvement there.

"Prowl is on the bridge. He may have backup though--" the other seeker reported, "Yes... ugh. It's the red one."

"Trouble?"

"Just keep going, and start shooting. I'll draw the other one off. Just--- hurry up."

Now wasn't a time for doubt.

Recoil powered up his weapons, letting them target the lone heat signature on the bridge. Closer. Closer.

"I suppose it would be useless to ask you to move this outside the city limits--" the calm voice called to Recoil, just as he fired. The sound of armour scraping against pavement accompanied the odor of heated oil and scorched sand.

He'd missed. Or perhaps, more accurately, Prowl had moved out of the way.

Recoil grunted in frustration, transforming to land, rather than making an attempt to fight gravity for another pass.

A slight shift of shadow and the sharp crunch of glass on pavement, and then the soft whistle of air as something--- someone was swinging towards him-- Recoil tried to dodge, but only managed to move into a swiftly redirected blow. He staggered backwards for a moment.

"You shouldn't have landed, Decepticon," The voice was to his left, hinting of pain and tickling at something in his memory. "I have the advantage here."

..._Stand still Decepticon-- you are my prisoner..._

Recoil hesitated for a moment, shaking his head to try and place those words. Finding nothing else, he swung at the shadow with both fists together, smirking as he felt them connect with something solid. A resounding clang, and a crash resulted, as the figure lost his balance, and fell to the pavement.

"I'm used ta bein' disadvantaged," he said, stepping towards where he was confident that Prowl was sprawled. "Thanks to you." He focused on the faint sound of metal on metal, pointing his arm weapons at it.

"What...?"

"Checkmate." Optics narrowed, the ghost of a grin crossing his face, he made a quick adjustment, and fired. "Don't make revenge right though."

"I can't hold him off any longer, Recoil--" Fleetwind buzzed in his radio, "I'm leaving."

Something hit him with the force of a solid brick wall. Or a sports car going a hundred miles an hour.

Legs dented, Recoil was sent flying-- then impacted into the guardrail, before flipping over it. Anti-gravs activated at a thought, keeping him from hitting what his senses told him might be a river. It smelled wet anyhow.

"Get back here, you lousy slagheap seeker-- I'm not done turnin' you into rivets yet!" The voice, slightly above and to the left was almost cracking with pent up anger. "You can't get away with killin' my friends, and expecting me to just let you go--- "

"Fleetwind?" There was no response; Recoil was alone.

* * *

Two minutes.

Two minutes can seem like the blink of an eye, the mere hint of the flutter of an apidae wing. Or it can be an eternity-- the erosion of rock into sand.

"You can't get away with killing my friends," Sideswipe yelled again-- mere moments before triggering the ignition of his jetpack, and vaulting over the mangled railing.

Wisely, the dark seeker had started to move, however Sideswipe's mass impacting-- even at an oblique angle-- still knocked him off kilter, and towards the dim shadows beneath the bridge. He yelped in something that sounded like mingled surprise and pain, before clipping one of the bridge's supports.

"Ain't killed no one--" protested the black one, grunting as he managed to catch himself. Sideswipe watched through the narrow tunnel of rage. This one wouldn't escape him.

"LIAR," The word echoed eerily off the water, and through the hollow spaces under the bridge, even as the raging red mech landed in the river with a splash. It wasn't deep-- for him. For a human, though, it would be dangerous, at best. "I just saw you--" He ignored the water surging around his legs as he stalked closer to the dark Decepticon. All he wanted to do right now was take this one apart with his bare hands.

Sideswipe lunged for the figure which was staring beyond him with dim red-gold optics...

And found himself swinging uselessly at the air next to the bridge support. The black seeker had moved at the last moment.

"Ya know, y'make an awful lotta noise," the voice was just behind him, "For someone that ain't that fast."

Sideswipe snarled as he started to spin, and try to swing. Instead, he felt a hand grab his shoulder, and shove him towards the pylon. The metal-on-concrete crash reverberated through the air, almost covering the sound of a voice calling his name. Prowl's voice.

But that was impossible. Prowl had been shot in the head at point blank range. Sideswipe had seen this piece of scrap seeker fire.

The anger rose again, and Sideswipe twisted around, landing in a ready crouch facing his enemy... who was now standing a few paces away, head cocked to the side as though listening for something.

"Sideswipe... you're destroying the stability of the bridge-- you've got to stop--"

It **was** Prowl.

And the look on the seeker's face wasn't entirely surprising. Shock mingled with confusion.

"Looks like you failed--" Sideswipe smirked crookedly, as the seeker stumbled back like he'd been struck. The smirk faded at the next word.

"...'Swipe?" The seeker's air intakes were straining, a raspy sound just audible above the sound of the rushing water. The shock had been replaced by a kind of utter panic, and the dark figure took another step backwards, anti-gravs starting to lift him up out of the water.

The familiarity only enraged Sideswipe further. No one called him that except his friends. And this Decepticon wasn't a friend.

"Oh no you don't--" he growled, taking a running leap towards the transforming seeker. Sideswipe grappled onto the jet form, sinking fingers into a crack in surface armor. The Decepticon yelped, narrowly missing the edge of the bridge as he banked towards the sky.

"No... hitchikin'--" the jet grunted, rolling to try and persuade his passenger to let go. "Lemme go..."

"Not after what your kind's done." Sideswipe tightened his grip, eliciting another pained noise from the jet.

"...I didn' kill 'im." insisted the black jet, "Somethin' ain't right, an'... I couldn't-- leggo, yer hurtin' me."

"So you kill my friends, an' I let you go? Now that's what's not right." Sideswipe didn't loosen his grip, all of his focus now on staying atop the erratically flying mech. "Gimme one good reason why I should let go?"

"..." The seeker hesitated for a moment, "Because I can't tell where I'm goin' with you makin' all that noise... an I don't know where I am."

"Nice try," said Sideswipe, for the first time noting the low altitude at which the 'Con had chosen to fly above the river. And the trees zipping by. And the suspension bridge ahead.

Suspension bridge?

"You gonna get some altitude, or do you like playin' chicken?"

"...What?" The bridge was growing closer by the second.

"You're gonna get hurt too if you keep it up--"

"... Already hurt, but I can't--"

Too late. One wing clipped the top of the bridge's peak, sending the seeker out of control. The motion jerked the airplane form to the side abruptly, making it impossible for Sideswipe to keep a hold on the wings. There was not even enough time for him to fire up his jetpack before he caught one of the cables in the midsection.

Instinctively Sideswipe grabbed it, and started cursing as he watched the jet make an attempt to pull out of the spin, and fail, making a messy path through the lightly wooded area to the side of the river. He just hung onto the wire, watching the Decepticon come to a rest, expecting the black mech to transform and jet away at any moment.

The black seeker didn't move.

Sideswipe was still hanging onto the wire and yelling curses, when Prowl caught up to him twenty minutes later.

* * *

It had seemed like such a good idea at the time.

Honestly, Fleetwind hadn't had a wide array of choices from which to select the best possible option. So he'd picked the one that seemed as though it had the most potential for him to survive with his paint relatively intact. Then again, a lot of the schemes and plans he'd managed to get himself entangled with over the past few million years had seemed like good ideas-- usually because someone left out a few details here and there. And then the devil in the details would always come back to hit him square in the afterburner. Just look at the mess he was in now!

Flying aimlessly, and muttering cliche'd excuses-- trying to figure out just exactly how he was going to wiggle his way out of this particular venture. The options, Fleetwind had realized fairly quickly, were particularly limited here.

He could just fly back to the hidden base without his dark painted charge, and explain that the other had just been unable to keep up with the yellow seeker's hasty retreat. Or Fleetwind could turn his pastel tail around, and go back to see if he could find the fate of his 'wingmate'-- hoping that either Sideswipe had left him in so many pieces that he'd need a broom and dustpan in order to collect enough pieces to bring him back to Arachnae and end her game; or the blind seeker had actually stopped fooling around, gotten on with killing the Autobot tactician, and was even now flying to try and catch up with the one who'd abandoned him.

Fleetwind was betting on the million pieces option himself. Which would be why he was reluctant to go anywhere near the site, in case of lingering Autobots.

He really didn't want to wind up in a million tiny pieces himself. Dying hurt. And it would directly contradict Fleetwind's plan to survive this job, and get to the furthest point away from this crazy organic planet and the equally insane non-organic visitors.

The other factor to consider, however, was how Arachnae would take the news.

Almost as though she'd read his mind, Arachnae's whispery voice filled his audials.

"Fleetwind, report."

"Uh!" One could never be too sure with Arachnae. For all Fleetwind knew, she'd already read his mind, and was just waiting for him to confess.

"Fleetwind," the voice had an icy sharp edge to it, "I am waiting. What happened?"

"We got their attention," Fleetwind blurted. "But Prowl brought the red one--"

"Alone?"

"Yes, ma'am."

"Intriguing," she almost purred, "Please. Continue."

"I went to distract the red one while ... Recoil went in for the kill. I got hit by some kind of missile, and I-- uh..."

"Ran?"

"Made a strategic retreat," he hissed. She was irritated, but so was he. That shot had been too close to downing Fleetwind for his own comfort.

"And Recoil..?"

"Was playing around." Fleetwind mustered the note of disgust in his voice, "He shot Prowl from point-blank range-- but I didn't see--"

"Because you were too busy running away." A faintly amused note to the voice, although there were undercurrants of irritation still.

"I told him I was pulling out, but he was too busy doing... whatever it was--" Fleetwind bristled, "I left, so he's either flying around blind somewhere, or the red one took him apart, like he was yelling about." The look of fury on the red Autobot's face had been yet another reason for Fleetwind to retreat a little earlier than he normally would.

"I had hoped he would last longer than that." There was a tone that Fleetwind didn't like. It meant that there was another task that she wanted of him, and he wouldn't like it. "You are going to go back and find out what happened."

"But--" he started to protest. No. Fleetwind definately wasn't liking this one.

"If he's dead, bring the body back to me. If he is alive, bring him back for repairs. I do not," she said firmly, "want him in the hands of the Autobots just yet."

"But--" Fleetwind tried again.

"You will not come back without him, Fleetwind," Arachnae hissed, "Disobey me, and you will wish you were still on that asteroid, mining the energy crystals."

Fleetwind winced, and changed direction again, heading back towards Orleans.

Mining sounded like fun right now. If he were on the asteroid colony, he'd be relatively safe. But he wasn't-- and as much as he wanted to avoid dying, the prospect of crossing Arachnae appealed to him a whole lot less. Fleetwind knew that there were worse things than death.

She'd shown him what happened those who caused her trouble.

* * *

In the silence of the isolated California roadway, the rushing of the river sounded louder than a train rolling down the tracks. The only thing missing was the whistle, and the soft ding of the bells as it crossed the road. A warm breeze touched the grass, and tossed the trees into a gentle swaying dance, as the two Autobots carefully picked their way along the banks of the Klamath, heading for the break in the vegetation that marked the passage of something not of this world.

There was no way they could get off track here. The slender branches of young trees were bent and broken, almost pointing towards where the black seeker had glided to a rest. White and black led red onto the tangled path of brush that led up a short slope.

Prowl could almost feel the looks that Sideswipe was giving him as he plodded along a few paces behind. It was understandable, given the circumstances, and the little information that the tactician had divulged to the warrior. By all rights, he should be dead-- or at the least, badly injured. Instead he only bore a few dents and scuffs from the brief fight with the seeker-- and one laser score on his shoulder, right in the spot where a missile launcher would normally rest.

He didn't understand it himself, and that bothered him. The black seeker would have only had to fire, and he would've taken Prowl's head off, effectively ending his life-- instead, he took a harmless tag-shot. The tactician had been-- frankly-- stunned.

The problem was, Prowl couldn't remember ever having seen the Decepticon before, let alone done something to him on such a personal level. And yet, the faint grin that had crossed the dark face had seemed almost familiar.

"Prowl?" Sideswipe's voice poked at him, and he realized he'd stopped. "What's goin' on?"

It wasn't just the grin, he realized suddenly. It was what had been said that made the crashed seeker a puzzle.

"Checkmate..." Prowl murmured.

_-0-0-0-0- _

_"Why me? Why not Sideswipe or Sunstreaker? It would be more logical for you to ask them--"_

_"I trust you, Prowl. And because I don't want them to know that I'm even thinking of the possibility. Besides-- they would probably be goin' easy on me. This is a war. Ain't no Decepticon that's gonna go easy on me." Jazz could be very persuasive, and Prowl had finally agreed._

_Prowl would help Jazz learn to defend himself. Without his visor._

_Weeks turned to months, turned to years. Never a hint to anyone else of what they were doing, or that they were, in fact meeting. _

_Jazz, Prowl had found, kept secrets like nobody's business. Probably why Optimus Prime was relying on him more and more for information and sabotage missions. The former aide had adapted to his new position with a flair for the dramatic. When Prowl had asked him why, Jazz had only laughed._

_There was more to the sabateur than the open and cheerful face he presented to the rest of the world. Prowl was one of the few who got the chance to see the intensity with which Jazz trained, in order that he never again be helpless, or a burden to those for whom he cared. _

_The last time they'd met had not been memorable other than it being the last time Prowl saw Jazz for a few years. Another short scuffle, with Prowl having the advantage for a while; Jazz defending to the best of his ability. And then... a change._

_Jazz pushed him away, almost instantly rolling to his feet, and setting a foot on Prowl's chest. Before the tactician could do anything, Jazz made a gun out of his hand-- one finger pointing at Prowl's head._

_"Checkmate." Jazz said with a grin._

-0-0-0-

Prowl wasn't talking much. Nothing new there.

Sideswipe trudged along behind the white mech, occasionally trying to get some kind of response from him. A smile. A growl. Something other than the distracted frown that Prowl got on his face every time he was thinking too hard about something. He knew the look well-- usually about five clicks before Prowl figured out what kind of mischief Sideswipe had managed to get into, and how.

At least he hadn't laughed at Sideswipe's predicament. Just patiently waited for him to calm down enough to find a way down. Prowl was good about not laughing like that.

The gurgle of the river hadn't even faded before Prowl stopped abruptly, forcing Sideswipe to pull up sharp himself.

"Prowl?" he offered, hoping that the mech in question would at least answer one of his questions. Like why they were bothering to tramp through the mud and rocks, and uphill to get to a seeker that was too dumb to pull up and avoid a bridge. As far as Sideswipe was concerned, the seeker could stay there and rust.

"Checkmate..."

Well, it was something.

"Why are we goin' to see the moron seeker?" Sideswipe tried again, hoping to get some kind of answer that involved tossing the jet into the river.

"Because I have some questions that need to be answered." Prowl started moving again.

"Like why didn't he kill you when he had the chance?" prodded Sideswipe.

"Among others."

A tailfin poked out of the green. Despite the mess he'd made of the trees, the Decepticon didn't look as though he were badly damaged.

Sideswipe tightened his grip on his pistol as he watched Prowl circle around to the nose of the aircraft. Prowl had asked that he not shoot unless absolutely necessary. He was now fighting that urge that was crawling through his neural network and screaming that it was neccessary to put enough holes through the body of the jet that it could only be used as a giant sieve.

Rapping on the cockpit, Prowl stepped back as a soft groan emitted from deep within the jet.

Not going to be startled, just have to be cautious, Sideswipe reminded himself, as he fought the itch to put a round through the engine nearest to him.

A slice of cold ran through Sideswipe's systems, as the jet slowly transformed.

"Wha'happened... Who?" The words were slow and thick, as though the seeker were pulling them out of tar. "Arachnae?"

Sideswipe froze.

* * *

_The electromagnetic pulse that had kept him from transforming in order to draw the fliers away from the crowd had also apparantly shorted out his radio. He swayed as he waited for them to circle around again. No point in keeping on trying to call for help now._

_The odds in this fight, it seemed, would continue to be against him. He knew he was going to lose, but he wasn't about to go down without at least trying. It wasn't him-- he wouldn't give up. Always the small kernel of hope that re-enforcements would appear any minute. A flash of pale yellow glinted nearby, with blue and orange heading for him. He raised his rifle, intending to aim at the leader of the group--_

_And another laser connected through already cracked and scorched armour, sending his systems into a spasm of alarms. Needles of pain accompanied the flicker and fade, as perepheral systems started to shut down, despite his efforts to stop them. _

_Too much damage. And he'd forgotten about the green one._

_One foot slipped in a viscous puddle of color, as he staggered, trying to keep on his feet. _

_Lost a lot of fluids, he noticed distractedly, as he crashed heavily to one knee. His gun fell from his suddenly useless hand, the 'clank' muffled by grass and wet earth._

_He was surrounded._

_He was alone._

_"Be careful, she wants him alive," a familiar voice said, just as the ground rose to meet him._

_She? The word barely wafted through his mind before overtaxed systems shut down, taking him into the silent darkness._

* * *

Through the fog of the lingering dream, he felt the rap on some distant part of his body calling him back.

There was something he needed to remember about the dream though-- he grasped at it, even as it melted back into the darkness. He couldn't supress a groan, consciousness leaking in.

The soft hush of rushing water, and the muffled echoes of bird calls penetrated, and Recoil transformed hesitantly-- limbs feeling as though the air were as thick as oil. The dream-- he had to remember something. Something had happened, and...

Something important.

"Wha'happened..." Recoil slurred, trying to form the thoughts, "Who...?" Who's there-- a click, and a soft shuffle. Someone was watching him. He could only hope for someone friendly-- he was finding that his body was stiff and aching. Fighting would be difficult. "Arachnae?"

The soft sound of dirt being scuffed underfoot accompanied a sound that was most definately not Arachnae. Recoil turned his head quickly to face the sound. Fleetwind, he supposed, would have said something. He shook his head, trying to clear away the thicker than air feeling.

"Who are you?" Even though he'd only heard the voice briefly, Recoil recognized it. "And what is your connection with Arachnae?"

Prowl. He was standing -- there. Recoil turned a half step to face the Autobot. The sun, he realized, was setting somewhere behind the voice-- he could feel the warmth of its radiation on his metal skin. The grind of metal on metal behind him said that Autobot wasn't alone.

"I-- I'm Recoil." A tiny sliver of fear started making its way through Recoil's neural net. He was outnumbered, and disorientated. And the sensation of swimming was still there. This would not go well. Another click from behind him, and the muffled ring of a weapon being cocked. "Arachnae... saved m'life--"

"Why were you tryin' to kill Prowl?" The demand was punctuated with a jab from what felt like the barrel of a rifle just under the join between wing and back. Recoil stumbled forward a step- and before he could stop himself, swung around at the source of the shove. He'd forgotten about Sides-

A shot echoed through the river valley.


	4. This thing of darkness

**Iacon: Before the fall of Kaon**

The tides of war were turning against them yet again.

Prowl sat silently in the darkened conference chamber, where a few hours before, the problem had been outlined. Discussed, debated, argued about. There wasn't a shade of doubt about what was turning the tides against them-- it was the weapons and armor supplied to the Decepticons.

The Decepticon army had an advantage in Kaon-- weapons development had been going on in the laboratories there for eons. One might even say that the city was created for war-- and it's leading developer had been working with them for most of that time.

The problem wasn't finding the source of the weapons.

The debate, and all the arguing had been about what to **do** about it.

Nothing had been really decided, however, and Prowl had remained behind, thinking in the only quiet space in Iacon. Which was where Jazz found him.

Prowl didn't know how long Jazz had actually been in the room observing him before he spoke.

"Ya up to doin' a little legwork?" The words had a faint echo to them in this room, but Prowl located the source instantly, and turned to give the saboteur the faintest of smiles. "'Cause I've got an idea."

* * *

**Kaon**

Crowded streets thrummed with the emotional energy of a city on the edge-- and Kaon was always on the edge. The city itself had been restructured for a siege at some point in the near past. Jazz pointed out a few of the changes in low tones as they watched the brilliantly lit gates of the lab complex at the northernmost point. How Jazz knew about the minor changes in one Decepticon stronghold, Prowl wasn't sure he wanted to know. It no longer lead to the same train of thought that it had a few centuries ago.

He knew better now.

Prowl shifted to get a better look at one of the out buildings, easily surpressing the startled reaction to the peripheral movement. He still wasn't used to being a color other than white. This much black just didn't suit him- nor did the line of arcing lightning bolts painted on his chest. It was, however, necessary. He understood that much about infiltration. Disguise was important.

Though Prowl could almost swear that Jazz had been enjoying every minute of his discomfort-- and every minute of the few weeks that they'd been establishing themselves in the city. The special operations Autobot's disguise had been eerily familiar. Ricochet lived again.

--------

"_Cover IDs_" Jazz had explained, with a grin. "_Ain't gonna get close enough to the lab, if we're just a coupla empties from down south._"

"_Why do you need my help for this?_"

_"I can get the info-- but I ain't got the objectivity on the place t'find a way to shut it down fer good. An' as much as I wanna kill th' ice-glitch --" _Jazzhadstopped_. "We need to take it out with as little killin' as possible._"

Prowl had merely nodded. Killing-- assassination-- was not the way to solve things. They'd decided that much in the Iacon briefing room.

--------

"I see 'im." Jazz-- Ricochet, said suddenly, hopping down from the ledge where they'd been watching the gates-- just out of camera range. "Ready, 'Rebound'?"

"Ready." Prowl followed at a slightly more sedate pace. The subject of their surveillance was heading for the city. They'd have to follow, but with any luck-- he smiled faintly at the thought of that particular term working its way into his vocabulary-- they would be able to catch up with him swiftly.

It took them about ten minutes.

And another twelve to convince the lab's maintenance technician that it would be in his best interests to take a long vacation-- preferably somewhere far away from Kaon. The hard currency made the idea of letting 'Ricochet' take over his position at Antipode labs while he was away an even better proposition. Prowl wasn't going to ask where Jazz had gotten the funds-- nor what sort of activities that the tech had been involved in that made him so nervous around 'Ricochet'.

"Well," said the visored mech, watching the nervous tech skitter away.

"Now what?" Prowl asked.

"We go an' get ready t' learn how ta maintain a complex." Jazz was grinning.

Prowl felt a small smile forming on his own faceplate.

They had a foot in the door. Now to see what that door would reveal.

* * *

**Present: Near Orleans, CA**

The dying echo of gunfire had given Fleetwind a direction in which to go from the bridge where the battle had taken place. It had been deserted-- except for those miserable flesh creatures-- when he'd made it back. And now, reluctantly, he was heading towards the place where he could now see a flash of white standing among the sea of green.

Autobots were dependable creatures. Compassion and mercy were their downfall. If Fleetwind went in and told them that he was going to take his comrade away, chances were fairly high that they'd let him do it. Especially if there was even a remote chance that they'd shot him.

Besides, the yellow Decepticon didn't have much choice-- Arachnae was already annoyed with him for leaving Recoil behind.

Letting out another sigh, Fleetwind armed his weapons, and let his anti-gravs lower him to hover just above the trees next to the wide clearing, surveying the mess below.

Prowl was near the center, casting an inscrutable gaze at a rather battered Sideswipe who was looming impressively over the motionless form of a black seeker.

Fleetwind made a nervous staticky noise with his vocalizer, trying to gather the attention of at least one on the ground. He got both Autobots.

"If you're quite done abusing him, I'll take him home--" Fleetwind said, trying not to quail at the murderous rage that still loomed in Sideswipe's face. If the red warrior only knew what he'd just done... how much more of that rage would there be, aimed at Fleetwind? "Did you-- is he---"

"I have a better idea," the normally calm voice had an unpleasant note of determination, despite the weapons being aimed at him. This was not good. The daydreams of quickly getting out of this situation and heading to that little bar on the other side of the galaxy turned to vapor. Fleetwind felt that little sinking sensation start to overtake him again, and tried not to sigh out loud.

"You are going to tell us who the two of you are, and why--" Prowl paused, "What is going on."

"Um--" The yellow seeker almost squeeked. "Why should I?" The seeker on the ground still hadn't moved. Was he dead? Was this farce finally over? "Did you kill him?"

Prowl shook his head, while Sideswipe grunted something that sounded like a regretful 'no'.

Relief warred with disappointment. At least this way Fleetwind wouldn't have to carry a dead weight back to Arachnae. But the game was still on.

"Why do you look disappointed, Decepticon?" Prowl asked, making Fleetwind jump, and point an arm laser directly at the white Autobot. "Your friend isn't dead."

"Then why isn't he moving?" Fleetwind ignored the question.

"'Cause it takes a minute t'get the gears goin' after ya get knocked around." The black seeker grunted. "Like t'see ya get back up after goin' a few extra rounds with big an' bulky here." The glare that Sideswipe shot at him was chilling.

"Recoil?" Fleetwind tried to keep his voice calm and soothing. "Did they hurt you?"

"Ya left me behind," Recoil accused, staggering to his feet. "What did ya expect 'em to do when we were there t' try an' kill?" The blind seeker was oblivious to the way that his movements had set the red warrior beside him on edge.

"But--"

"Fleetwind, ya gotta know. I... don't want t'kill nobody. Maybe they did somethin' wrong t'me, but--" The red gold gaze seemed to fall on the yellow seeker. "It jus' don't feel right."

"Recoil..." Fleetwind stared at the other seeker. He should've seen this in the hesitations, the lack of enthusiasm for the kill. Maybe 'Recoil' was remembering more than he'd let on. Considering who he was-- it was a definite possibility.

"As interesting as this conversation is," intruded Prowl, "It still does not explain why two Decepticons that I have never met before are specifically targeting me." The subtle hint of irritation and suspicion was almost impossible to pick up. In fact, Fleetwind would have missed it entirely, if Recoil hadn't said something.

"Don't get your diodes in a dither, Prowl," the dark seeker snorted, "Ya apparently forgot-- or I ain't significant enough t' register on your logic--" Recoil stopped, one fist clenching as he pressed it against the bridge of his own nasal ridge, covering the dim optics for a moment. "Not... that..." The seeker swayed dangerously, as Sideswipe scowled, ready to pounce.

"Recoil," Fleetwind snapped, desperate to keep his charge from spilling any more information than necessary-- and get him to get moving. "It's time to go. She's waiting for us."

"Arachnae." The word challenged him, even as Fleetwind's head spun to look at Prowl. He knew the name, but did he know--

"Fraggin' glitch was frozen last I heard about her. Did Shockwave suddenly get soft and decide to let her out?" Sideswipe contributed, now ignoring the silent seeker. "An' you were gonna take Prowl back to her, weren't you?" He leveled one of those malevolent glares at Fleetwind. "So was it you an' this dim-spark that killed Jazz, or did she do it?"

"I don't--" Fleetwind gulped, suddenly very glad that he'd made the decision to not land. Both Autobots were staring at him now, and with the venom in the words--- he didn't want to be anywhere near them. Curse Arachnae and her orders. Tricurse them. This situation wasn't getting any better.

Before Fleetwind could form a proper response to the question, however, Recoil lost his battle with gravity, and fell to the ground with a resounding crash.

"Oh slag," said Fleetwind in disgust, "Now I'll have to carry him back."

To be perfectly honest, Sideswipe had been surprised that the black seeker had been able to get up at all.

The scuffle that had followed the impromptu jab to the backside had been short and bluntly brutal. Sideswipe's one shot had gone a bit wild, only grazing the Decepticon's side, rather than coring the mech. Recoil was fast. Under the bridge, he'd been easily able to avoid the red Autobot's swing.

Sideswipe should've remembered that. It would've helped.

"Should've, could've, would've." The seeker's words seemed to mock him. Sideswipe hadn't even realized he'd said anything aloud until the words of the familiar rebuke rolled out of the stranger's vocalizer. It only provoked him further.

"Shut. Up." he'd growled, and started swinging.

It wasn't even much of a fight, after the first swing or so. Recoil fought like he had his optics shut, missing more than he was connecting with a look of blind panic on his face. Sideswipe had been ready to continue to pummel him even after he fell. He loomed over the gasping seeker, pile-drivers clicking into place.

And then Prowl's voice made it through the combat haze.

"Enough, Sideswipe." Prowl told him. "Enough. He's down. Killing seekers won't bring him back."

It had been enough to get him to retract the pile-drivers, and take a step backwards. Sideswipe looked down at the broken Decepticon, clenching and unclenching his fists. The urge to continue hitting the seeker faded. But not by much.

"I want to get some answers from him as well." Prowl said quietly.

And then the yellow one to showed up.

Recoil had surprised him by standing up. And staying up. It set Sideswipe on edge again-- even while he was listening to the bizarre conversation between the Decepticons.

When the black seeker fell once more, it wasn't a surprise. What was puzzling, however, was the yellow one's attitude.

Fleetwind had seemed annoyed at the fact that Recoil was alive.

In fact, Fleetwind seemed disgusted at the whole idea that his friend was currently unconscious at Sideswipe's feet. Not concerned that his friend was unconscious and obviously battered. Perturbed that he was going to have to carry an unconscious body back to whatever base they'd been lurking in between the attacks.

Sideswipe looked at Prowl.

Then stepped closer to the seeker.

"You have not answered Sideswipe's questions." Prowl tilted his head up to stare at the yellow one, still ignoring the weapons pointed in his direction.

"No, yes, and I didn't do it. Happy? Now if you don't mind, I have a wingmate to retrieve. Move, or I'll start shooting."

"You abandoned him earlier." Prowl pointed out, "And there are two of us, versus one of you."

The seeker wavered in the sky, determination fading a fraction before he answered.

"Nevertheless, I have my orders. Now stand aside!"

"Why don't we just shoot him, Prowl," Sideswipe grumbled crankily, "We've already got a seeker we can question." The expressions on the yellow seeker's face warred between fear and oddly enough-- amusement.

"Because he won't be able to tell us where Arachnae is, will he Fleetwind?" The seeker's face twisted into a disdainful, almost self satisfied smirk.

"Prowl?" Sideswipe started looking from one to the other.

"Recoil is blind." Prowl said quietly, still watching the yellow seeker.

* * *

It didn't take a leap of intuition to figure out that there was something seriously wrong with the seeker that had attacked him out of the blue, aside from the fact that Prowl had never encountered this particular seeker before today. Recoil hadn't responded to any of the visual cues that a normally functioning being would have. Even in their short tussle on the bridge-- he'd seen the seeker's optics narrow, and the head tilt as he'd listened for Prowl's location- and again with Sideswipe.

And then there was the way that Fleetwind had felt free to wear the expression of annoyance and disgust within visual range of the other seeker. His words had been fair-- but not matching his movements.

Prowl now watched Fleetwind carefully. There was no need for the pale seeker to confirm what he'd observed with a vocal response. The smirk was enough.

"Ma'am!" The seeker let out a startled squawk that frightened the few birds that had ventured back into the trees near the new clearing. "I found him, but there's a problem!" Fleetwind was no longer looking as smug as he had a moment before. Whomever was on his radio was frightening the yellow Decepticon enough to overcome his obvious fear of the Autobots, in order to retrieve his companion. "The Autobots got here first-- "

"Who are you talking to?" Prowl let a small frown cross his face as he heard one side of the conversation. The smile that had just started spreading across Fleetwind's face did not reassure him. Nor did the fanatical gleam that suddenly entered the seeker's optics.

"I've been wanting to do this for a week." Fleetwind said, the grin growing wider. He moved his arm, changing targets. Before Prowl or Sideswipe could move, he fired.

But not at the Autobots.

Fleetwind was shooting at Recoil.

* * *

Move or die.

He didn't want to die again-- but the darkness of silence was calling to him with a siren's song. No more pain. No more confusion. No more.

_Again...?_

The painful lethargy kept him from moving as much as a micron, hovering somewhere between consciousness and dreaming-- how could he move against it, and get out of the line of fire? Silence beckoned him for a moment longer, and then the second laser blast struck him, sending shrill alarms down through his core. The faint ghost of a dream passed over him, and he found the strength to move again.

"... and the rest is silence."

He'd be damned if he was going to go down without a fight. The silence was too awkward, and at the same time, too easy.

Recoil's body spasmed under the sudden pressure of consciousness. Attempting to roll into a clumsy crouch, his instincts were arming and firing his few weapons towards the shadows from whence the laser fire was coming. He was rewarded by a yelp of surprise.

Fleetwind? That was Fleetwind?

An enraged snarl filled the air, and the fwumph of a small jet igniting was followed almost immediately by the rough metallic crash of bodies impacting in mid-air.

Recoil could only stare into the darkness with blank incomprehension as the resounding thud-crack rattled the ground beneath his weary frame.

"Fleetwind?" What had he done?

"Recoil?" The quiet voice of the Autobot who he had been sent to kill was next to him, one firm hand on his shoulder.

"Is he gonna pass out again?" The other Autobot. Sideswipe-- a short distance away.

"Do not move, you are injured."

"I shot Fleetwind?" Recoil shook his head, trying to clear the buzzing sensation.

"You missed him, but it wasn't a bad shot for a blind guy."

"Not gonna pass out..." Recoil said numbly. "What jus' happened?"

"Fleetwind has been rendered unconscious," Prowl told him, "but I believe we need to talk."


	5. Love looks not with the eyes

**Kaon**

Most of the general public thinks of espionage in the light of popular media outlets.

It's a universal mis-conception that the spy game is all about gadgets, gizmos and girls (or preferred attractive type). High stakes, high glamour-- and little actual labor involved. Images of super agents dodging lasers or security are plastered in the windows of every culture that has ever had to deal with war.

The truth is that being a spy is actually at times dull. Tedious. Unglamourous-- and as labor intensive as any normal job. That's not to say that the glamour moments don't happen, and the gizmos and gadgets don't work in fascinating ways that amaze all who find them.

Being a spy takes as much work as being-- for example-- a maintenance technician in a busy lab complex, while juggling several live grenades.

It also takes longer to complete a mission than the usual two hours universally allotted to a movie.

A lot longer.

The better part of a solar cycle had passed in the quasi-routine of technical repair work, investigation and exploration, and rest.

Very little of the latter, most of the time.

Routine was fine for Prowl, and Jazz seemed to thrive on the low downtime/high danger ratio.

Destroying the lab computers, and interfering with the experiments there would be the easy part. It was taking down the one responsible for the data that would be difficult-- they could destroy the data, but if they couldn't get Arachnae out of the picture, it would be far too easy for the cycle of destruction to begin again in a place that they would have a harder time getting into and out of.

Then the breakthrough finally came.

"Lab on 127E, Prowl." Jazz said as he returned to the shared living quarters in the heart of Kaon. "She's hidin' something from Shockwave's stooges up there."

"What lab? That level is labeled for administrative offices and cryo-storage units." Prowl reminded him with a shake of his head, "All plans that I have found have documented nothing that includes any scientific facilities in that sector--"

"What would a buncha secretarial types need with twelve cases of repair grade sedative? Or a power line that could run a coupla dozen cryo-pods, 'stead of the twelve that are supposed ta be there?" Jazz gave Prowl a tired smirk. "If it ain't a lab, I'd like ta see what kinda dictation machines they're usin' up there."

"I see your point," Prowl nodded slowly. "How do we confirm this, and what can we do about it?"

"I'm goin' in there tomorrow. Tri-level vents are on th' fritz for that level." Jazz tossed himself carelessly onto one of the only pieces of furniture in the room. "Someone managed ta get the ununoctium suspendature mixed up with th'ununtrium solution again." And from the grin on the saboteur's face, Prowl had an idea of how the mistake might have occurred. "I'm gonna get some shutdown, an' we'll see what happens."

If all went well, Prowl realized with a faint smile of his own, this mission could be completed soon. As fascinating as a look inside the gladiatorial world of Kaon was, he was looking forward to going home.

**

* * *

**

**Present: The Ark**

Recoil didn't have to be able to see to know that every face around him was frowning. The anger in the atmosphere was almost tangible, and with each muttered conversation, the hostility mounted. They couldn't know that he heard bits and pieces of their conversation-- even if they didn't know he couldn't see them.

'Murdering slag'.

'Scum'.

Epithets that he wasn't sure of were used, and to each and every one he could say nothing. Just keep his face from exposing the anxiety and hurt that the words were causing. It wasn't his fault, Recoil wanted to tell them, he hadn't even known that one of theirs had been killed. But so long as he wore the badge of those who they opposed, he would be the target of words and deeds. He'd been there before-- target of hidden hostility...

Recoil shook his head, unable to connect the thought with a remembered experience.

"Is something the matter, Recoil?" Prowl walked beside him, descretely guiding him over some rough terrain, heading for the small repair facility that had been set up near the Autobot base.

"Nothin'... " Recoil lied, covering his uneasiness with a faint grin. "Jus' wonderin'... why you're helpin' me, when I tried t'kill ya."

"You chose not to kill me. As a friend of mine once told me... who we are is defined by our choices." Prowl paused, something in the soft quiet voice sounding-- to Recoil's audials-- rather sorrowful. "And, as I found out from experience, first impressions can be deceiving."

The sound of footfalls on a metal surface reached his audials, along with a stream of cursing that echoed hollowly. They'd arrived at the outbuilding that housed the medical facility.

"What the slag--" a voice reached his audials, eerily echoing with familiarity that sent another stab of dizziness through his frame.

* * *

The sight of Prowl leading a matte black seeker into the repair bay was unexpected, to say the least. Ratchet couldn't think of a single -logical- reason for any Autobot to be within striking distance of a Decepticon without attempting to rip out that being's internals. Not after Jazz. And not even for the even-tempered tactician.

Nor could Ratchet see any reason for Prowl to bring one of the enemy fighters into the middle of a repair facility, where some of the wounded were still recovering from this morning's little skirmish at the hydroelectric plant. It just wasn't like him.to do something that dangerous-- for both the wounded Autobots, and the outnumbered Decepticon. Not to mention, Prowl was missing a red shadow that was **supposed** to be sticking close to him.

"Where's Sideswipe? Did he manage to keep his fender from getting dented this time, or did he get imbedded in a seeker?"

Prowl only shook his head at the gruff words.

"No, Sideswipe is attending to the other---" he hesitated for a moment, glancing at the black Decepticon. "Prisoner."

Who, for his part, seemed to be staring at a point just past Ratchet's left shoulder, and swayed, as though an invisible breeze were pushing him around.

"Other prisoner, huh?" Ratchet shook his head, "I would've thought that Sideswipe would've beaten the stuffings out of any seeker unlucky enough to cross his path."

"He tried..." The Decepticon actually managed a chuckle, and a small crooked grin that were eerily familiar, "I'm... a li'l tougher than I look."

"Actually, he did." Prowl added with a sense of wry amusement. "But it is good that Recoil was tougher than expected, or Fleetwind would have killed him."

"Yeah..." A slice of the smile faded from the dark face.

"Recoil, eh?" Ratchet hrmphed thoughtfully. "Name sounds familiar."

Recoil wobbled again, nearly pitching forward onto his face. Prowl caught one arm, and Ratchet caught the other.

"Sorry, Prowl," the seeker murmured, "Ya were right 'bout... comin' here first."

"Oh for cryin' out loud," Ratchet said, finally catching the extent of the damage. Not only did it look as though the seeker had been tossed around by a Lamborghini, but there were a pair of laser scores that had pierced through the shoulder and wing. "Why didn't you tell me he'd been shot?" The medic began leading the pair towards a work table, giving those who started to protest a growled "Get out."

Ratchet was a medic. He fixed people when he could; this mild seeker needed his help, and he'd be damned if he started caring what everyone else thought.

Besides. Prowl probably could use the information that the seeker could give them to save a life or two.

And that was something that he could definitely live with.

* * *

Sideswipe glared at the metal and energy constructed cage they'd assembled just outside the Ark's main entrance, casually smoothing fingers over a rough dent in his arm. He'd lost a little paint from the impact with the second seeker, but it had been... therapeutic.

The yellow seeker hadn't taken much effort to subdue and disarm, actually. Not as much fight in him as there had been in Recoil. End result was the same though-- one unconscious seeker in a cage. One Sideswipe with a little less burning outrage. Prowl had stopped him from killing them though-- and in a distant sort of way, he was glad.

It meant, if nothing else, that he might get to chance to confront the one who had haunted more than a few of his nightmares for so long. Jazz's killer. Arachnae.

Fleetwind was far too much of a wuss to have done it, and Recoil... Recoil just seemed too _decent. _Arachnae on the other hand had proven herself time and time again to be a scientist that almost seemed to enjoy watching her subjects writhe in agony, while she took notes. And she was apparently alive and gunning for one surviving Autobot for reasons he didn't know.

She'd made a few grabs to try and get him and his brother before Antipode went kablooey and she was locked up. Arachnae had wanted them back, or dead. Or both.

Sideswipe wasn't supposed to know about the attempts, but he did. Sunny had a way of finding things out sometimes.

"'Swipe?" The voice of his twin came as though reading the thought, even though Sideswipe had been deliberately quiet since he'd returned. "What's goin' on?" _You've been in a fight and not been in for repairs, Ratchet's been kicking people out, "_Trailbreaker said he saw Prowl taking a seeker in the repair bay." _Spill it._

"Seeker's name is Recoil," Sideswipe deliberately said aloud, still glaring at the cage's occupant, who was now looking back with wary red optics. _Weird stuff, bro. Recoil's ... uh. Different._ "This one was tryin' to kill him."

Fleetwind folded his arms across his chest, watching the pair with a weary-- but surprisingly calm air. As though he were waiting for something.

"Isn't this the one that was tryin' to cart Prowl off?" Sunstreaker stepped closer to the cage, watching the Seeker's expression turn to one of nervous fear. _Recoil? Black with white and blue markings? _

"Fleetwind. He works for Arachnae--"_Yeah. You saw him, I take it._

"Arachnae's... active again?" _Not today. I was out before the seeker came in. You're sure his name's Recoil?_

"Hound's on his way to take over so I can go get patched up... maybe you could go with me an' meet Recoil." _Yeah, Sunny. Why? Most of the 'Cons we've met are so much scrap now. _

_That's the problem. I think I've met him before, and... _

"Bro? Most of the Cons you know the names of are dead." Sideswipe frowned, ignoring the smug smirk that the canary was giving him.

"That's the problem."

* * *

"Why were you trying to kill me, Recoil?" Prowl stood near Teletran One's auxiliary console in the repair bay, watching Ratchet patch the hole in the Seeker's wing.

"Arachnae... tol' me I --" Recoil grunted as Ratchet reconnected something inside the wing, "Told me ya were th' one who'd left me for dead, an' that was what damaged m'visual systems. Down t'the cortex, even."

"Maybe she just didn't want to connect things up." Ratchet suggested, giving Prowl a look.

"I do not remember ever encountering you before, however." Prowl offered with a small frown. He had encountered a lot of Decepticons, but none like this one. The name was unfamiliar. "Are you certain it was me that you fought?"

"I..." Recoil started softly, "I-- no." A soft sigh emitted from the seeker, punctuated by the sharp crack of the arc-welder. "Didn' even know m'own name when I woke up." there was short self-mocking laugh. "Had t'teach me how t'fly again, like I was some kinda newling."

"You don't remember anything? How long've you been... awake?" Ratchet's curiosity was obviously piqued.

"Coupla weeks," From his vantage point, Prowl could see a flinch as Ratchet touched the cracked canopy on the seeker's chest. "Unh..."

"You still with us, Recoil?" Ratchet frowned.

"...Yeah..." The voice was a bit fainter than before. "Jus' feelin' a little... funny."

"This shouldn't hurt. You took a couple of hits to the chest, so I need to make sure it didn't fracture any of the fuel lines to your core."

"...whatever ya have t'do..." Recoil murmured. "Feel like... someone's dancin' on my grave."

"That's funny," Sunstreaker announced, as he and Sideswipe closed the distance between the door and Ratchet's work area, "'Cause I already killed you once, Recoil."

* * *

"Sunny?"

For a moment, he wondered who had spoken-- and with a shock, realized that it was his own voice. Recoil needed to sit up-- stand up-- move. The odor of burned wire-casing and feel of the cold medical table beneath him suddenly felt wrong. Very wrong. The odd sort of hollow dizzy feeling that had been building since he'd entered the facility spiked into a near panic.

Recoil struggled to sit up, despite the hand on his shoulder urging him to stay in a reclined position. Ratchet-- he could feel the tense anger, as a growl was unleashed upon the unlucky twin.

"What the slag are you doing in here, Sunstreaker? I told you to stay OUT!" The pressure on his shoulder disappeared long enough for him to sit up, as a breeze moved between him and the new being that had so casually announced the seeker's death. Intakes fluctuated wildly for a moment with the thoughts leading towards...

_Sunny? _

_...Twin?_

"I saw Recoil die. There was no way he coulda survived." Another motion, soft sounds of joints creaking and moving nearby. Recoil turned his head to follow them-- struggling to see the shadows nearby. "Sideswipe told me his name-- and I just wanted to double check, and make sure it was the same one."

Almost tangible hostility radiating from the voice called Sunstreaker. Recoil wondered, for a moment, if he was going to have to try and defend himself again. He barely surpresed a groan. He was being haunted by a past he couldn't even remember.

"You know him then?" Prowl had moved-- placing himself in front of the table. A lot of trust involved there, especially in light of the faction symbols that Recoil knew were affixed to his wings. "It might be helpful. Recoil does not remember anything before a few weeks ago."

"Then how did he know my name?" Recoil shuddered at the cold tone-- how had he known?

"He didn't." The somewhat familiar voice echoed. Sideswipe-- he'd been in the room all the time. "He called you 'Sunny'." A note of curiosity in the voice that was somewhere in front of the black seeker. "Called me ''Swipe' earlier."

"Knew him--" Sunstreaker grunted, "He was lookin' to off a couple of 'Bots that had crossed his employer. It was either kill 'im, or he'd get all of us." He hadn't moved any closer. Prowl must be in the way still. "So how'd you survive, Recoil?"

"I don't..." Recoil started, and then stopped. Sunstreaker wouldn't believe him, anyhow-- no matter what he said. And the panic that had just started to subside started to creep its way back up his frame.

"How'd you survive a missile to the master laser core at close range?" The voice was insistent. "It almost killed me too."

"That's where I heard the name before..." Ratchet's hand was removed from his shoulder. "Core damage might explain the lack of memory-- but that was a long time ago, Sunstreaker."

The shadows moved around Recoil. Light spaces. Dark spaces. Intakes began to fluctuate again.

"Define long." Prowl's dry tone was distant, as though he were speaking in another room. "Who were his targets?"

"Couple of cycles after Antipode went bust. He was lookin' for Jazz and Rebound." Light and dark blended to a shade of gray, and the world spinning sensation returned in full force.

_...the soft rustle of metal on metal, the light tracing of talon edges across leads and conduits alike. "Say it..." a feminine voice murmured in his audial, "Tell me your partner's name again..." One talon nicked a converter, partially cutting into the housing, sending yet another pang through the unbearable agony in what was left of his systems. "Tell me... do you want release..."_

"Prowl... Prowl's Rebound---" Recoil gasped, through the sudden fire in his head. Things that weren't meant to be remembered, things...

"Recoil? Easy-- you're going to..." The murmur of voices faded, dragging him back into the darkness of silence.

**

* * *

**

**Antipode Labs**

"Hey Rebound–" the sound of footsteps running behind him gave Prowl a moment of disquiet. He paused for a moment, considering the tactical benefits of evading the mech from physical engineering, and found them to be too low. He almost sighed as he turned to face one of the few free-workers in Antipode.

"Yes?" Prowl asked with a calm smile that was far from enthusiastic. "How may I help you today?"

"I'm actually looking for your brother. Have you seen him today?" The engineer skidded to a halt next to Prowl. "We've got a situation in the corrosive storage unit– he said he knew something about acids."

"I have not seen him since we arrived for our shift," Prowl told him easily. After all, it was the literal truth. He'd only been in subvocal radio contact with Jazz since early in the shift. "He mentioned a problem with the tri-level ventilation systems, and that it may be a while before he was free."

"Great." The reedy gold mech said, throwing up his hands expressively, "Of all times for those things to get fritzy–" He paused to give Prowl a narrow look. "Tell me, do you know anything about dealing with heavy corrosive spills, Rebound?"

"I know a little," Prowl told him cryptically. Of course, it had been ages since he'd worked with the etching compounds in the artisan's guild in Praxis– but the compounds would hardly be different. But it would be a delay– could they really afford one?

"Come with me then–" The figure of the engineer started jogging the way he'd come. "Quickly, Rebound– before it eats through the floor."

* * *

**Corrosive Storage Area D**

The mechanic had not been exaggerating about the floor.

The chemical storage area had been ransacked. Vials of unknown substances smashed against the walls, the floors– and as Prowl looked up, he realized that even the ceiling hadn't been immune. As they watched, another section of the floor began to bubble alarmingly, as though it were some kind of miniature smelting pit.

Most of the storage containers had been breached.

"What... happened?" Prowl asked, fascinated and horrified at the same time.

"One of the Lady's latest pet projects managed to get out of confinement, and beat down the door," came the answer, "They subdued it, fortunately, and are taking it to Cryo until Arachnae can get the chance to correct the fault in the control circuit."

Cryo.

_"...That level is labeled for administrative offices and cryo-storage units." _

"How long ago did this happen?" Prowl asked abruptly, "...Some of these acids need to be dealt with differently if they've been exposed to the atmosphere longer..." he tacked on, as the mechanical engineer gave him an odd look.

"About twenty minutes." The engineer said with a shrug. "Now what equipment do you need?"

Prowl gave him a list, and toggled the subvocal radio, as he watched the mech depart.

"Jazz– you have company coming." Twenty five minutes. Hopefully it wouldn't be too late. "Heading for Cryo storage. I am delayed in corrosive storage–"

"Gotcha, Rebound– findin' all sorts of interestin' stuff here, an'– scrap... we gotta get outta here."

"What is wrong?"

"Soon's ya can, head for th' exit. Casual like."

"What about you?"

"I'm stuck where I am for th' moment, man."

"Jazz–"

"Jus' get out. Ya can get the computers later. An' keep yer head down. Ol' one optic is headin' in."

The connection cut out abruptly.

**

* * *

**

**Present: Repair Bay**

"Couple of cycles after Antipode went bust." Sunstreaker told Prowl, not taking his optics away from what he could see of the Decepticon on the table. "He was lookin' for Jazz and Rebound."

The sound of intakes over-cycling themselves took on a peculiar rasp, and Ratchet looked down at the seeker with a frown. Something was wrong with Recoil; and if the mis-cycling and over-cycling didn't stop–

"Prowl..." the voice said with a hollow tone, and wide optics, now flaring more gold than red. One hand started to reach to Recoil's own head, pain etched on every angle of the classical seeker features.

Prowl turned, but Ratchet barely noticed– he was trying to firmly guide the dark mech into a reclined position. He had to get Recoil to calm down.

"Prowl's Rebound–" The rattle in the intakes was almost painful to hear.

"Recoil?" the medic said, finally getting him to lie back. Not going to be hard with the way the seeker was looking like a puff of air would knock him over– "Easy– you're going to–" The noise stopped with an abrupt sigh, as the red gold glow flickered off. "...over-torque your intakes and knock yourself offline..." he grumbled, "Slaggit."

"Prowl?" The merciful silence was broken, even as Ratchet snagged a scanner, and opened the chest compartment to readjust the intakes. And paused, peripherally aware of the conversation going on without him.

Ratchet had been given opportunities to see the insides of a seeker before. Autopsies mostly, but he knew generally what things should look like.

This wasn't it.

There was always the chance that it was just because he'd seen scrambled seekers– already dead and grey on the table. Ratchet's frown deepened as he scanned the synapse connectors and finally, the laser core itself.

"That explains why he was after you, but how did he find out that you were Rebound if only you, Prime and Jazz knew–"

"I have an idea." Prowl said quietly.

"Primus..." Ratchet swore, and frowned at the scanner. Impossible. "This can't be right..."

* * *

Ratchet's voice had grabbed Prowl's attention away from the door in the corner where the tactician knew that Jazz's body was being stored. The markings alone–

"What's wrong, Ratchet?" Sideswipe was the first to speak, as usual.

"Nothing." Ratchet's expression was one of shock. And it was hard to tell if it were a good thing or a bad thing– Jazz would've been able to tell... He jabbed a finger towards Sunstreaker. "You. Go find Wheeljack, and tell him to get his aft in here– now."

"Why–" Sunstreaker started to protest, and then stopped as the finger was jabbed at him again, with the look of promised doom if he didn't go now.

"And you. Go find Prime." The finger was jabbed in Sideswipe's direction next.

Smartly, Sideswipe didn't argue, and hurried out after his yellow twin.

"What's going on, Ratchet?" Prowl asked.

"I want a second opinion," Ratchet answered brusquely. "Besides, Prime needs to be in on this no matter what the conclusion." He reached inside the seeker, and carefully, almost gently made some kind of adjustment, and closed Recoil up. "If these readings are right..." He paused, glancing at Prowl. "If these readings are right, there's a chance that Recoil's not lying. And not just because Sunstreaker tried to kamikaze him with a proton missile ages ago."

The seeker moaned, only stirring to turn his head to one side, dark optics turned towards where Prowl had moved.

"...sorry– Prowl...can't..." the murmur was almost too low to hear.

"Can't what?" Prowl inquired– but the seeker only mumbled something incoherent.

"He's not online." Ratchet said, tapping a meter at the side of the table. "Not completely."

"What is wrong with him then?"

Ratchet stared at the readout again, and shook his head.

"...he was never meant for a frame like that." Ratchet said slowly, resting a hand on the unconscious seeker's shoulder. "If I'm right..."

"What do you mean?" Prowl stepped closer.

"Everything is connected in a blasted jury-rig fashion." Ratchet explained with a careful scowl. "The laser core doesn't even have the normal synaptic relays for some of the flight systems. They've been patched in through other ports and connectors."

"And that means?" Prowl wasn't a medic.

"Whoever that is... he's not a seeker. Not the Recoil that Sunstreaker killed."

"Doc?" Prowl looked down to find red-gold gazing blankly up at them with a confused expression on his face.

"Right here." Ratchet patted the Decepticon's shoulder, ignoring Prowl's frown at the almost fond gesture. "You'll be okay now."

"What... what happened?"

"You managed to throw your air-intakes off." Ratchet said carefully, "Do you remember starting to over-cycle?"

"... remember bein' dizzy, an' the shadows–" Recoil started slowly, "Shadows n' light–" Almost a dreamy quality to his words now. "Am I awake or sleepin'?"

"You're awake. Shadows?" Ratchet looked expectant. As though he had an idea of what the answer would be before it was given.

"Yeah..." came the answer, "ain't completely... blind. Didn't say nothin' to Fleetwind or Arachnae, 'cause—" another pause, "dunno. I can see shadows n' light..."

Ratchet gave Prowl a look that consisted of one optic ridge being raised, with a bit of a self-satisfied smile. Apparently he'd been expecting that answer.

But where was the logic in putting a blind– or nearly blind laser core into the frame of a seeker that had died long ago? It wasn't like Arachnae to 'waste' her resources like that.

"I can't do anything about your vision..." Ratchet was telling the seeker. "It looks like it was burned out at the cortex level. Other than that, you're fine." The almost sigh from the seeker sounded ... resigned.

"Didn't expect ya ta even look at that." said Recoil, reaching up to touch his face with one hand, almost as though he were instinctively feeling for something that should be resting over his optics...

Not logical.

He'd seen the gesture a million times.

_Once again, Jazz tossed himself onto the only other piece of furniture in their small living space with a sigh._

"_Gonna get some shutdown, Prowl." Jazz told him, one hand reaching to rub at the visor, as he did when he was beyond exhausted. "S'tired I'm seein' spots. We'll figure somethin' out tomorrow. Rest while ya can..."_

It wasn't logical, but then, neither was the soft, cautious note of hope.

"Thanks though." The seeker said, smiling crookedly, "I appreciate ya tryin' to help."

The oddly familiar smile of a friend on a stranger's face.

Why hadn't Prowl noticed it before?

Because it wasn't logical. It wasn't possible.

"Primus..." Prowl breathed, startled gaze turning towards the medic. "Ratchet..."


	6. Take up arms against a sea of misfortune

Wheeljack had been surprisingly easy to find. Sunstreaker had nearly barreled him over on the way to the test range where the gold warrior had last spotted him. It hadn't taken much explanation. In fact, it seemed that the engineer was on his way to the repair bay already.

Most likely someone who'd gotten their tail kicked out for grumbling too loudly had said something to Wheeljack– and now 'Jack was on his way to see what wires in Ratchet's processor had gotten crossed.

Either that, Sunstreaker mused as he followed the white Autobot back to the other side of the mountain, or those modules on the sides of Wheeljack's head were really weirdness magnets that were pulling him towards the Repair bay, and yet another bizarre situation.

A smile tickled the corners of Sunstreaker's mouth momentarily.

Weirdness magnets. He'd have to remember to tell his brother that one later. It'd make Sideswipe laugh. Sunstreaker missed hearing the sound.

First, though, there was the business of what to do about Recoil.

Sunstreaker drudged up the faded memory of watching the look of shock and denial crossing the arrogant Decepticon's face a moment before the red optics had died, taking the cold uptight seeker into the color of ashy death.

That erased any trace of the smile.

Sideswipe had been right; Recoil had been different, all right. He'd been using contractions, and a familiar inflection that he couldn't quite place. And something about the blind stare as the red-gold optics caught the source of Sunstreaker's voice...

_Red-gold?_

"Primus-- Ratchet..." Prowl's voice brought him back from the memory as he silently entered the bay at Wheeljack's heels. And the tactician's expression was one of the surprise and bewilderment that usually followed something like Sideswipe replacing random chunks of the text of Sun Tzu's 'Art of War' with instructions from something called the 'Hokey Pokey'.

"Ya okay, Prowl?" Sunstreaker tensed, watching the seeker sit up suddenly, reaching towards the immobile Prowl.

"What's goin' on?" Wheeljack asked. Sunstreaker could see where the shoulder launched missile was ready to go if need be. Probably not wise in an enclosed space like this, but then again, this was Wheeljack.

"Prowl's just fine." Ratchet made a gesture for Wheeljack to disarm and come over. "And this is Wheeljack. 'Jack here will be scanning you one more time."

"Scanning... me?" The dark arm dropped "Why?" There was more than a measure of curiosity and suspicion in the voice. "Thought you said I was fine–" Something in the way Recoil was moving told Sunstreaker that the seeker was barely suppressing the urge to start running. Or fighting.

Either way, Sunstreaker was in front of the door. And he was more than a match for one seeker.

* * *

The Autobots, Fleetwind had realized after about twenty minutes of watching the green one settle in to guard him, had made a serious error in leaving him alive. Not that he was complaining, mind you, but it was a serious flaw. If one of their minor flunkies– this green one, for example, were to be captured by him, he'd know better than to expect any useful information, nor would he expect the solidly built Autobot to betray his comrades.

Most of them were stupid like that. Unconcerned with their own survival.

And none of them were really used to keeping prisoners anyhow.

Fleetwind had seen the control unit keeping the energy field going, and had realized that they had very much underestimated him and his abilities. He could get out of this silly contraption at any time.

It was safer, at the moment, to be right where he was. Let Arachnae send one of the other dupes out to do some of the dirty work. Or better yet. Let Arachnae herself come out. Fleetwind would find another way to get away from her. Aside from the momentary lapse of judgement near the river, he really wasn't foolish enough to think that he could fulfill the demands she'd put upon him.

All he needed to do right now was stay here, and try not to call too much attention to himself. He'd already violated that personal rule– and it had gotten him in trouble. So– time to go back to the basics.

A faint smile, and the pastel yellow seeker went back to watching Hound watch him.

Fleetwind was patient. He could wait.

* * *

"Why?" The dark seeker said again, jumping to his feet– and narrowly avoided knocking into Prowl with a wing. Something was bothering him about the idea of being scanned again. The flinch as Ratchet had touched his canopy had been obvious. Recoil would never have let that bother him.

"Because you're not Recoil." Sunstreaker spoke from the entrance where he'd been watching the twitchy seeker. "You're...familiar," he admitted "But Recoil was way more precise, an' as cold as ab-zero." He ignored Ratchet's scowl. "Who are you really?"

"Sunstreaker." Ratchet growled a warning, but the words had already been spoken.

"Doc...?" The black seeker hadn't moved after he stood, an apprehensive red-gold gaze was turning to find the medic that he couldn't see. "If... If I'm not a seeker, then what am I? Who am I?"

"You may be... someone we thought lost." Prowl's surprise and shock had dulled to the normal neutral. He was the closest one to 'Recoil', and was in the best position to catch him when the seeker staggered, and nearly hit the floor.

"...Recoil–" there was emotion in the exclamation. Prowl wasn't normally given to displays of concern, especially with a crowd like this.

_...someone we thought we'd lost..._

Sunstreaker watched Prowl holding onto the seeker, who mumbled something incoherent– almost inaudible. Wheeljack and Ratchet were there a moment later, and helping the unresisting dark figure to the table.

One of the black hands raised to the face in a familiar gesture, and then the seeker slumped. Unconscious again.

A shock of recognition hit as the familiar movement placed itself in Sunstreaker's memory.

_Primus... 'Swipe..._

* * *

"_Who am I?"_

Recoil was drowning.

The swift currents of confusion and fear were pulling him in three directions at once, leaving him with the chilly ache of resistance. A looming darkness hovered over him– a wave of panic on the horizon that held the promise of suffocation and pain.

"Recoil-" The voice was Prowl's and had more emotion in the one word than the dark seeker could ever remember his reserved friend ever showing in front of anyone–

_Friend?_

He was barely aware of standing anymore– of the hands keeping him from toppling over and hitting the floor, as his instincts clamored for him to escape- run and keep running until his energy reserves ran dry and he fell over. Far, far away from the tides that were pulling at him.

_But when had he started to think of Prowl as a friend?_

The wave crashed down on him, bringing a rush of sound as something cracked in the back of his mind.

_There was someone slipping in to catch him as he dragged his foot and tripped, almost falling. He'd never been so exhausted in his entire life... not for a very long time. One hand rubbed across useless optics, as the person who'd caught him led him down the endless dark corridor. It was Prowl, and he wasn't letting go._

_"You can barely walk. Let me help." Prowl told him firmly, "There is also the matter of a long overdue apology." He started to say something– that he'd wanted to apologize for a long time-- but Prowl continued. "Mine. Not yours."_

"_I shouldn'ta jumped ya like that either. I'm sorry, Prowl." A little shock at the apology– it was unexpected. "I hated to leave it like it was, but... didn't know how t' start." he sighed, "Wanna start over? Jus' start at the introduction again. I would like t' try an' be friends... if we can."_

_There was a short pause as Prowl seemed to think it over, and then a shift. One hand touched his shoulder._

"_I am Prowl."_

"_Nice t'meet ya, Prowl." he felt himself smiling, "Ya know what they call me in Kaon, but m'name is really Jazz."_

The pressure that he hadn't realized was there exploded in the back of Recoil's head, sending multicolored sparks that pushed him away from sound, and back into the deep violet silence.

_

* * *

__Primus... 'Swipe... _

_Sunny? What's goin' on?_

_Recoil is Jazz._

Sideswipe froze mid-step, ignoring the way that Optimus Prime had to step around him in order to avoid knocking him over.

_Not funny, bro. _The red Autobot scowled, and started walking again, with a shrug towards Prime. Who had moved on without him.

_Who's jokin'? Think about it for a second–_

Could've, would've, should've...

Sideswipe started to run.

Jazz was alive.

* * *

None of the others had been close enough to catch the black seeker as he'd remembered _something_. Something that had overloaded what his conscious mind could handle, and caused him to black out once again.

Prowl had been the only one close enough to see the confused terror making its subtle mark on the stranger's face. Close enough to see the familiar signs of a mind trying to grasp at some memory, even though it was coming perilously close to breaking him.

Close enough to make out some of the mumbled words that Recoil– no, Jazz– had uttered before whatever trigger had caught, and shut him down before he did irreparable damage...

"...Kaon... revenge..."

Prowl watched as Ratchet and Wheeljack fussed over the unconscious form, eager to confirm the medic's irrational findings, eager to find out what the tactician knew would be confirmed by their scanners. For him, two words had given him both the subdued joy of knowing that Jazz still lived, while giving him the cold realization that this was far from over.

Jazz was alive.

Wheeljack would be grinning, if he hadn't had the mask– although Ratchet still frowned at the prolonged unconsciousness. Both leaned over the dark seeker body, monitoring and attempting to awaken the slumbering mind.

Prowl was aware that there was conversation still going on, that Sideswipe had skidded to a halt beside his brother a few moments before Prime himself entered. He was aware of the looks exchanged between the twins.

Kaon. Those two had endured enough; they did not need to know. Not yet.

Silently, Prowl drifted away from the repair bay as stealthily as his name implied. He left as quietly and inconspicuously as Jazz had taught him to move so long ago.

There was not much chance that Jazz would be able to tell Prowl what he wanted to know, even if he awakened soon; however, there was one who could. He needed to make an informed decision. He needed to have all the facts.

And Prowl knew just the being to talk to.

* * *

It had taken Fleetwind about five seconds to realize the perilousness of his situation.

Beyond the little outcropping of rock that Hound was sitting on, he could see the comings and goings from the entrance of the Repair bay. When Optimus Prime stalked towards the entrance he knew it was time to leave.

Fleetwind had managed to get clear of the Ark, and was checking to see if any Autobots were watching before taking off. _No sense in raising any alarms._ He reminded himself. It would be easier to fly if no one were shooting at him. Easier to think too– he'd easily be able to find himself a place to hide until things cooled off. It wouldn't be the first time.

Seeing none, Fleetwind started to jump into the air when something white hit him from behind, and pushed him to the ground.

"We need to talk." said Prowl, sounding as calm as if he were sitting at a briefing room table, rather than sitting on a squirming yellow seeker.

"I can think of things I'd rather be doing."

"So can I. Where is Arachnae's base of operation?" Fleetwind couldn't see anything but the rocks in front of his face. Hear nothing but the sound of his paint being scraped by the rough ground. It sounded like radio static.

"You know, I could probably show you on a map if you let me up."

Wait a minute. He wasn't moving that much... Not enough to make that kind of racket. Cautiously he sent a burst of non verbal inquiry along the open channel, and was rewarded with a response. More than a response. Arachnae had sent help.

All Fleetwind had to do was delay. Earthscorch, Glimmer, and Thrillkill were on the way.

**

* * *

**

**Kaon: Gates of Antipode**

Prowl crouched on the ledge, just out of camera range, where he and Jazz had spent a few days a cycle ago. Nothing had changed there. The city was still keyed up. The lights on the gate still shone through the seemingly perpetual dusk of the shadows. Arachnae's visitors had arrived about ten minutes ago. Private shuttle landing behind the main building.

An hour passed.

No Jazz. No radio.

Prowl attempted to open the passive channel, but only received static. Antipode's gates kept radio signals out– a safety precaution. If he was going to get through to his partner, he'd have to be _inside_.

Prowl hated not knowing.

As his chronometer marked the halfway point to the second hour, Prowl made the decision to ignore the cryptic warning to get out, and return to the complex. The longer he waited, the more obvious it had become– Jazz wasn't coming.

And he had to find out why.

Prowl had just made it through the gates, when the first of the explosions rocked tower E.

The tactician broke into a dead run.

* * *

**Present**

Dreaming.

He must be dreaming.

Floating along inside a dark, quiet place. Alone; his own personal grotto, with no distracting lights, echoes, or sensations. Only the pure featurelessness that gave him time to do nothing but think. Except... he hated it.

Mostly because in the silence and darkness he could do nothing _but_ think. Relive old memories, questions that he should've answered, situations he could've resolved differently. Would've resolved differently. Normally. Right now they were conspicuously absent, leaving an endless circle of questions.

Who was he?

Why was he here?

Where _was_ here?

How did he get _here_?

Was there even anyone looking for him?

Do robots dream of electric sheep?

The last question popped in unexpectedly, coloring the darkness with a sudden burst of colorful humor. Light. The sound of a name being spoken without fear of pain. A syllable.

The meaning behind the name floated by, beyond the surface that almost everyone seemed to pick up on, and cling to...

_...isn't that a kind of music?_

More than the style of music created on a planet that wasn't even born when he was called into existence. Excitement. Enthusiasm. Panache. Spice.

Strong but flexible.

His name was Jazz.

Another name floated through, the speaker on many occasions. Various tones of exasperation, various tones of acceptance. All low key, subtle. The caution of a hunter in search of prey... or information. Aimless...

He'd asked Prowl about that once, and he–

_Prowl?_

Prowl was in danger.

And it was his fault again.

The surface dragged at him, faint echoes of yelling as he clawed his way back towards the dim lights and chaos. Jazz couldn't just stay in the comfortable dark , while _she_ would be after his friend. His brother. He couldn't die a second time.

Jazz woke up.

**

* * *

**

**Kaon: Antipode Complex, E Tower**

Chaos.

Utter chaos.

A secondary explosion below the street level made everything not bolted down shake itself off of whatever surface it had been precariously balanced on after the first blast. Another rush of the beings who worked in the tower pressed towards the exit, each one only desiring to be out of the danger, away from the sudden hot-zone that the tower had become. Panicking as they crowded through the doors, and towards freedom.

Prowl was the exception. He was the only one heading in, towards the center of the chaos, through the back ways that were forgotten by all but the lowest ranked workers. As he'd run through the gates, he'd tried to open the channel to Jazz again, and yet again, only gotten static in return. There were two possibilities.

Jazz had been knocked offline or hurt during whatever he'd done to cause these explosions– and Prowl had no doubts that they were the saboteur's doing– or he was ignoring Prowl's attempts to contact him.

He hoped in some ways it was the latter– but also found himself dreading it. If Jazz was ignoring Prowl, it meant that he was doing something that he did not want Prowl to know about. Something that he did not want Prowl involved with.

Jazz was going to try to kill Arachnae.

Shockwave, Prowl realized, would be a bonus– get rid of one of Megatron's top lieutenants as well as the source of the new weapons at once. Why had he just taken Jazz at his word, and walked away? The answer?

Prowl had trusted Jazz implicitly.

And somehow he had managed to forget the saboteur's own words.

_... as much as I wanna kill th' ice-glitch –_

This was more than just another mission, somehow this was personal

Prowl evaded a well meaning tug on his arm – trying to get him to go in the sane direction. Illogically, he continued moving towards the last place that he had known Jazz to be. Autobots did not abandon their own, even if it was one who was attempting to desert his duty and his mission.

* * *

Cryo-Stasis technology had always been considered a branch of the sciences that had far too many limits to become a legitimate branch. It was far too risky a thing to use on living beings, despite the advances that had been made at Antipode. The extremes in temperature involved in this particular method of literal cold storage tended to cause massive systems failure in the master cores of the only subjects ever recorded to have been experimented upon.

The majority of the problems were not found until after the subject had been 'thawed'. The Cold-Sleepers either died shortly after being awakened, or were almost unfit to pick up rubbish from the streets, let alone be given a weapon. Even then, they had not survived long, not being able to comprehend the need to run away from random weapons-fire during a siege.

The idea of putting a sentient and functional warrior through the process was now unthinkable.

Cryo-Stasis was instead designated as a method of tempering, creating, and storing parts for the warriors that were being built and rebuilt as part of the ongoing war. The supercold quenching temperatures strengthened the metal, eliminating impurities.

Cores, however, would be shelved in other forms of storage; for example, into a computer data disk, in the hopes of one day restoring the personality into a functional core and body combination. Never inside the damaged core. With some of the projects that Arachnae's Antipode had been working on, Prowl knew that the facility existed, and had caught fleeting glimpses of the inside on some of his weekly trips through the more public parts of the floor.

**

* * *

**

**127E: Cryo-Storage facilities**

Silvery tubes conducting nitrogen and other gases and compounds to and from the six medium sized holding tanks glinted in the harsh light from the corridor that spilled through the open doorway. The rest of the chamber was dark aside from the blinking lights signaling internal failures in the cooling systems of the tanks in use.

Prowl's footsteps echoed hollowly on the cold floor as he made a swift circuit of the room. As he approached the far side of the room, he could hear a faint bubbling sound. A faint cry for help. He made a detached note about the slight hum that rose as he drew closer, and the ice that seemed to form around the edges of the wall, but not on it.

Something wasn't right here.

Raising a hand, Prowl cautiously attempted to touch the wall, to see if this particular place was just warmer than the rest. There was no difference– it was the same as the ambient temperature of the rest of the room.

Prowl frowned, and started to push away. There had to be another way into the space beyond–

Then his hand went through the wall.

It was a hologram.

Prowl shut his optics off for a moment, and stepped through.

* * *

"Jazz, what have you done..." Prowl's words did not even echo in the steel chamber beyond the holoprojected wall.

It was as though someone enormous had thrown what could only be described as a temper tantrum in the room– and on everything within it– at least that's what Prowl could see from the evidence before him.

Vapor had turned to pools, turned to shards of ice around the remains of the twelve cryo-chambers, each easily able to accommodate a Cybertronian form within. And from the various glimpses through the rents in each tank, Prowl realized that was exactly what each had contained.

Whatever had transformed these cylinders into scrap hadn't stopped either. Prowl followed the trail to the broken door on the far end of the room. It had escaped into the lab beyond, where Prowl could see that Jazz hadn't caused this damage.

It was the large unwieldy figure, scored and melted by strong acids, that was currently stalking towards the familiar black frame that was sprawled by an overturned lab table.

Prowl steeled himself, and started to step towards Arachnae's pet, when a hand clamped down on his shoulder.

"C'mon, Rebound," A voice hissed next to his audial. "Time to get outta here."

"J–Ricochet–" Prowl's head turned quickly to find the visored mech with a serious expression on his normally cheerful face. "But Arachnae–"

"Shockwave'll take care of her." Jazz gestured back towards the room. "They've got enough t'worry about right now."

The black and purple femme had picked herself up, and was staring with an abstracted gaze beyond the 'pet' who was menacing her. It was almost as though she could see the black pair in the shadows.

The hum of energy, and a flash of purple and gold passed the opening, and Arachnae's creation fell at her feet, smoke wafting from the enormous hole where it's head used to be.

"Director Arachnae," a familiar drone intoned, "You are hereby dismissed from service as weapons director, and will be punished accordingly, for multiple violations of cryogenic research guideline violations."

Another buzz filled the air, the potential energy gathering in the stillness after Shockwave's proclamation.

"She's gearing up for a fight," Jazz tugged on Prowl's arm urgently. "We've got to get out of here."

Prowl began to move carefully backwards– trying to remain quiet and not attract either Decepticon's attention.

Impossibly, the violet gaze of their 'employer' remained focused beyond the purple frame that had moved to intercept any escape attempt on Arachnae's part. And barely a moment after that, the crackle of an energy weapon being fired was immediately followed by searing darkness as Prowl was knocked offline.


	7. In the state of Denmark

**Present: Repair bay**

Leaning over the prone seeker like the proverbial mother hen, Ratchet waited for some sign that his patient would be coming around soon. The medic wasn't about to admit that he was worried, even if the others were anxiously awaiting an answer. He checked and rechecked the vital readings again, noting the absolute normality of the fluctuations in power.

If he let his anxieties show, it might break the tenuous hope that had been injected into the Autobots who had met 'Recoil' and grasped the significance of the similarities. Ratchet did not want to kill that hope.

The possibilities and impossibilities of the how this had been done concerned him far more at the moment than the why.

And from the glimpse he'd caught of Prowl a few moments ago, the tactician had a very good idea of why this had been done to their friend.

Considering the extent and nature of the damage to the frame neatly stored in the small lab, Ratchet could hazard a guess as to the main cause of Recoil– Jazz's lack of memory and identity.

If Jazz had remembered something, and whatever conditioning that Arachnae had put him through had triggered before the fragile persona was healed and ready... it would do irreparable harm. The mind inside the seeker shell could be destroyed by the strain, or worse; so fragmented as to never be more than nominally connected to reality.

In other words, there was a chance that the Autobots could lose Jazz a second time.

"Would one of you tell me why there is a Decepticon in the repair bay?" Prime's voice cut through the familiar excited background jabbering that Ratchet could identify as Sideswipe. Both he and his brother had been in an animated conversation since the moment the red twin had burst back in with Optimus a few steps behind. "What is going on?"

"He's not a Decepticon, Prime."

Surprisingly, Sunstreaker found his voice before either Sideswipe or Ratchet; Wheeljack was still distracted by the scans, and probably hadn't noticed that the Autobot leader had even arrived.

"The body may be that of a seeker named 'Recoil'," Ratchet took the few steps away from his patient. There was nothing he could do right now anyhow.

"Who Sunny killed a millenia or two before we left Cybertron," Sideswipe put in helpfully, blissfully ignorant of the glare that Ratchet leveled at him.

"The core belongs to an Autobot, Prime." Wheeljack was finally paying attention– and he'd noticed that Optimus had entered. "All the points correlate within tolerance, allowing for trauma, and the removal of the core from his body–"

"Who" Optimus Prime interrupted, "Who is in this seeker body?"

Ratchet started to answer, but again, couldn't formulate the name before another interruption.

"Decepticon Alert!" Teletran One's voice rang out through the repair bay. "Three Decepticons detected in Primagon Quadrant, Closing on vector 6-9-1. Available units dispatch."

The twins bolted for the door.

"Emergency transmission incoming," Teletran One's voice rang out again over the alarms that still rang out through the entire base. "Security code Alpha, command personnel only."

Interesting timing.

Even on some of his worst days, Prowl could hardly be called 'stupid'.

He was, however, admittedly still attempting to process the leap from logic that was laying unconscious in the repair bay. The irrational fact was still providing a distracting hopeful singing in the back of his head, even while Fleetwind babbled about bargains and contracts, and the inevitability of time and the universe.

Implicitly informing Prowl that the Decepticon had known all along who his dark companion truly was– implications that perhaps Fleetwind knew far more than he was saying–

"Stop stalling," Prowl interrupted; the danger of an attack this close to the Ark was low, and there were enough Autobots within shouting distance to repel any such effort the instant they registered on Teletran One's sensor grid.

Still, the seeker was waiting for something.

In a moment, the pale Decepticon's expression reverted to the smug smirk that he'd been wearing at the river.

"I don't need to stall," the smooth, confident voice stated, as the seeker gave him a sudden shove. "Earthscorch! Thrillkill! Shoot the Autobot!"

The tickle of suspicion became full-out alarm as the first shot sent him flying.

By the time Sideswipe roared around the bend and transformed, it was too late. Four multicolored dots had already lifted off, heading for the pale blue sky overhead.

A flash of yellow and white froze in his vision.

Yellow and white, just like–

"Sunny!" Sideswipe yelled over his shoulder, only to find his brother was a step behind. "That's Fleetwind!"

"The seeker– where's Hound?"

"Don't see him."

A brief transmission to the scout's radio failed. Hound was either unconscious or dead.

"He's not responding, Sunny. Go get to him–"

"What about you?" Sunstreaker had already turned towards the path to the area they'd been keeping the prisoner in. His twin wasn't going to be able to argue this, Sideswipe knew.

"I'm gonna try an' catch that little punk. He's got Prowl again."

The fading stream of curses was directed at both himself and the seeker. It was quickly drowned out by the roar of Sideswipe's jetpack.

Two minutes.

How could he do this in two minutes?

Fleetwind's departing back grew larger in his visual range. Sideswipe fired a warning shot, careful not to hit the immobile figure slung carelessly over one shoulder.

The steady stream of coolant from the join between shoulder and neck alarmed him.

Had they killed Prowl already?

No. He wasn't going to think that.

Prowl could not be dead.

The yellow seeker drew up short, turning on one leg jet to face the angry red mech. The other retreating dots slowed to wait, hovering just outside of range.

Sideswipe wanted nothing more than to wipe that smug smirk off of Fleetwind's face.

One minute, thirty seconds.

"You're outnumbered, Autobot." The smooth voice said, "you may as well go back before you get sent back in pieces."

"Not without Prowl, you slagging coward." Sideswipe snarled, taking careful aim. If he could shoot the arm holding prowl, maybe he could swoop and catch the commander before he crashed into the ground.

Maybe.

One minute.

"You wound me," Fleetwind said slowly, "Earthscorch– I have my hands full. You shoot him."

The rusty brown blur raised its arms towards him, letting loose the bright light of a laser.

Sideswipe instinctively twirled in midair, still vectoring towards Fleetwind. Just one shot, and then the Bots on the ground could take over.

Sideswipe pulled the trigger.

And missed, as Fleetwind danced out of the line of fire.

Fifty seconds.

He had to get Prowl out of the line of fire. He HAD to.

A burst of laserfire reminded him of the other Decepticons in the area. He only had...

Thirty seconds.

In desperation, Sideswipe kicked the pack into the slightly more fuel consuming mode. He'd take Fleetwind down with him. Maybe he'd get hurt, but Ratchet would be better able to fix both of them from a fall like this than if Arachnae got her way with Prowl.

_Sideswipe– no!_

The thought came at him a moment too late.

Three missiles intersected on him, the explosions sending him hurtling away from Fleetwind and his captive.

Fifteen seconds.

Sideswipe shook himself, ignoring the damage that the missiles had caused. He righted himself to try again.

If he couldn't free Prowl from the seeker's grasp this time, he wouldn't be able to try again.

The blur of yellow focused in his sights again.

Five.

With a bellow, Sideswipe launched towards Fleetwind. Not enough time to worry about anything but his target.

Four.

Fleetwind's face lost its smirk, and Sideswipe was peripherally aware of other shots raining up at the Decepticons.

Three.

The expression on the yellow seeker's face was exactly the same as it had been when Sideswipe had hit him with the missile at the bridge. Terror.

Two.

There was a simultaneous shout from below and a warning in the back of his head.

One.

_Sideswipe! Look out!_

With a rush of thunderous sound, everything went black.

The Past: Somewhere within Antipode Complex

Consciousness returned with a jolt of icy air, and a darkness so deep that it was like looking into the center of a black hole. For the briefest of moments, Prowl wondered if he had been permanently deactivated, and if the afterlife was nothing more than an infinity in the dark. An eternally long time trapped with one's own rambling thoughts for company.

Prowl suppressed a groan at the stray thought. Clearly he'd spent far too much time in Jazz's company.

Logically, he could not be dead.

Not with the faint hum in the back of his head, and the sensation of cold air on his frame. Prowl's internal chronometer was cheerfully (far too much time with Jazz) telling him that only a few hours had passed since he'd been knocked offline. And he most certainly could not be dead if he could feel a flat surface beside him, and– after a brief attempt at sitting up– above him.

The claustrophobic darkness echoed with the dull impact of his head against the unknown surface. It was not helping that Prowl could not see exactly where he was. Perhaps his visuals had been damaged when Arachnae had shot at him and--

Jazz?

One groping hand found a foot close to his face.

Prowl tugged at it experimentally, and was rewarded with a grunt.

"Ricochet–" Prowl hissed, finding his voice.

No answer.

"Ricochet–" he tried again, tugging at the foot again. "Where are we?"

There was a slow groan, echoing oddly in the enclosed space, a fraction louder than the faint rumble vibrating the walls around them. At first he'd thought it was the aftereffects of the energy blast he'd absorbed, but now Prowl realized it was environmental.

"Jazz." Prowl said, with another tug.

Finally; an answer.

"Uhn... yer awake–"

"Where are we?"

"Not sure." the answer came slowly, "Somewhere between 127 an'... 27."

"What happened?"

"Someone else was in th' lab, shootin' at us. I hadta get us the fast way out."

"Fast way out? Why is it so dark?"

"Dark?" there was a quizzical note, "That shot musta shorted some of yer light sensors... ain't completely dark. Jus' mostly."

"Are you–"

"Fine." The answer came too quickly, too firmly. "Now that yer awake, we can get outta here." The foot moved away, "They ain't lookin' for us, but we still need t'get out before they figure out we're in here."

"Jazz?" Prowl asked, ignoring the protests of his own systems as he moved to follow the sound of movement. "You sent me out so that you could kill Arachnae, didn't you?"

Jazz stopped so abruptly that Prowl ran into him– or at least his feet.

"Still don't trust me?" There was a sigh. "No... I sent you out, because I promised to get you out an' back safely." A slight hesitation, "Shockwave'll take care of Arachnae. There's too much evidence for him ta overlook this time."

"And?" Prowl frowned. It was usually not this difficult to get a straight answer from Jazz. Something about the saboteur had changed. "I was not in any danger where I was. What changed?"

"The acid room was a trap. S'what blew first. Arachnae's been trackin' us– me since the minute we took Dust-up's place." There was a hint of a sigh and disgust in the voice. "She's known we were here since the minute we set foot in the complex." Jazz's voice faded in the dark.

"What?" A vague sense of alarm came with the words. Prowl wasn't certain he had heard Jazz's words correctly. "How?"

"Dust-up's been recycled by now. Tried t'make sure he got outta the city, but he never even made it past the gates. She's been monitoring the radio frequency we've been usin'."

"How did she figure it out?"

There was a silence. Jazz did not move, and Prowl prodded the foot that was close at hand.

A muffled grunt.

"Jazz?"

The background rumble of the vents seemed to grow louder in the raging silence.

"She saw me at the arena, and made sure I was sent to the front lines. That's how I got t' the outpost where ya found me. Didn't know until I saw the records."

Jazz said little after the short confession near the spot where Prowl had awakened. Not a word from the normally communicative mech, other than the occasional direction. Left. Right. Down. Just a few muffled grunts as he stopped short, not giving Prowl enough time to stop the scrambling crawl that they'd adopted in the low vents.

Prowl accepted the terse silence as part of the mission. Sneaking through the vents while having an animated conversation would probably be classified as a very bad idea. Especially considering that the echo would be magnified, and reach the audio receptors of anyone within radius of a vent.

It was tactically unsound.

Alarms sounded at every vent they passed, the shrill noise reminding them they were still in danger. So long as they remained in the complex, there was the possibility of discovery, and consequences that Prowl did not really wish to consider.

Prowl nearly ran Jazz over one more time, as the Ops officer stopped yet again.

The grunt that emitted this time definitely sounded strained.

"What is–" Prowl started, as Jazz gave him the soft hiss. The universal code for silence. And then he picked up the voices speaking near one of the vents.

"...More inside the lab. Are you certain that there were more beyond the cryo-units?"

"Affirmative. The former lab director had notes on some of the maintenance mechs– coded, of course. She has this fascination with brothers, and how they're connected. That pair is unaccounted for as well." The tapping of fingertips on a hard surface. "She had a few back escape routes planned."

"Lord Shockwave is certain there were living beings in the lab area?"

"Positive. The first shot came from Arachnae, but the next three were from the destroyed cold sleep chamber. Including the one that covered her escape."

"And this is the only place that the security footage is kept?"

"She trusts very few apparently." The sound of footsteps moving across the room echoed below.

"Let's see if the video footage exists." Some rattling as the occupant of the security office worked with the interface. "Yeah... It's the cold chamber all right. A little shadowy though."

Jazz moved before Prowl could stop him.

Kicking through the vent, the shadow in front of him disappeared. There was a surprised exclamation from the room, and a pair of crashes. Prowl slipped through the broken vent as quickly as the confining space would allow him.

It didn't matter though– by the time he was standing in the far too bright office, Jazz was standing over the bodies of two minor security specialists, with the same serious expression that he'd had in Arachnae's lab. Barely acknowledging Prowl's presence, the agent bent over the computer that the other pair had been searching.

Soundless, the video screen above played on.

Prowl watched a dark figure being tossed around by a larger one, while Arachnae watched from the doorway. A glimmer of light caught the flame detailing on the smaller figure's chest, as it hit one of the tanks, bounced off, and hit the wall, soundlessly sliding to the floor.

The larger figure turned away from his victim, and for the first time, Prowl got a good look at Arachnae's abomination.

While the unwieldy figure was scorched and twisted, the lines were clearly similar to not one– but two that Prowl had seen before. The face twisted in a roar of outrage that would have looked just as natural on Sunstreaker or Sideswipe, had they completely lost their ability to reason.

"Jazz–" Prowl gave him a glance, noting the dents, slices and cracks that had nothing to do with being bumped into in a dark vent.

"Yeah. She did. 'Splains why she ain't been after them lately."

The figure in the corner didn't move, however, Arachnae did. She casually sauntered towards the downed mech, talons at the ready, slashing quickly at the joint where neck met torso. The radio– that explained why Jazz hadn't answered Prowl's calls. It had been destroyed.

Then the abomination struck, knocking the elegant femme towards the door where Prowl had first seen her.

"You got that virus t'take care of this. No one needs ta see us up there." Prowl could see the effort now, as Jazz began to head to the downed mechs. "I'll get the guns offa the guards. We gotta wipe this station, an' run. They'll find Arachnae sooner or later."

There really wasn't much of a choice right now. They had to erase the evidence, and escape before time ran out.

And it was running swiftly.

_Was this a dream?_

_Was this memory?_

_The sound of footsteps echoing in an empty hallway pulled him in._

The base was full of echoes, Recoil sighed to himself as he made his way from the repair bay to the small quarters he was sharing with Fleetwind. Too many echoes for him to hear himself think.

They weren't the only ones stationed in this strange place that smelled of chemical solutions and rust. There were four others that he could hear walking through the corridors. Each had his– or her own peculiar stride. Fleetwind with his light, dance-like gait walking reluctantly on the metal of the floor was one of the easiest to pick out.

And his wingmate had gone out on some sort of errand for Arachnae about a half an hour ago, along with three of the others.

Arachnae had locked the lab door about the same time, saying something about needing to do some research.

And that left Recoil at loose ends.

She'd told him not to go far, and take things slowly and carefully.

"_No pushing." Arachnae had warned him. "If you push, you might strain yourself, my dear."_

The soft gentle caress of a breeze brushed against his wings as he passed one of the corridors Fleetwind had been reluctant to explain to him. The tang of salt air mixed with the perfume of something distinctly organic in nature called to him from the passage to the outside.

Recoil paused, listening to the echo of his own far too heavy _(too heavy?)_ Footsteps die away as he faced the wind.

"_Fresh air is the best cure for what ails you, now get out of this repair bay!" _The random thought crossed his mind, making him wonder who had told him that. It wasn't Arachnae's voice. There was a name associated with it that was just beyond his grasp...

The corridor seemed to go all shaky for a moment, until Recoil's shoulder touched the wall. Had he been pushing too hard again? Maybe the air would be the best thing. It felt good against his skin.

And it wasn't very far. He could just go to the end, and then get back to his quarters before Fleetwind or Arachnae noticed.

Recoil frowned again, as he neared the door. A dim light ahead of him. Was he regaining his vision? If he was, there'd be no need to go after Prowl. He should go tell Arachnae about it–

A peculiar reluctance came over Recoil, and he took a quiet step over the doorway, feeling the dirt give a little under his feet. Different sounds and smells here. And the breeze continued– He was outside.

But not alone.

The largest of the shadows didn't move an awful lot.

Maybe it was a tree. _What's a tree?_

Recoil took a few silent steps towards it, stopping as it finally spoke. "This is a dull place." The female voice grumbled sulkily. "Dull, dull dull."

"Is it?" Recoil asked, trying to figure out why it was so familiar. Surely not Arachnae– the whispery tones were absent. And she was locked in her lab, not outdoors. He smiled, this one wasn't a bad voice...

The shape moved quickly, sending a shower of small pebbles to clatter against his feet.

She was silent for a long time, staring at him, most likely.

"So... what's borin' here, lovely lady?" He asked , hoping she would speak again, and he'd remember where he'd heard her voice before.

"The whole thing. I don't know. The way the wind is. The way the flowers are. It's all so... predictable." There was a frown to the voice as its owner warily took a step back. "Who are you? I haven't seen you here before."

"I ... see." Recoil almost laughed. She seemed so serious. "They tell me my name is Recoil."

"They tell you? What sort of answer is that?"

"Surprised ya didn't know– ain't got no memory. Not who I am, not who you are. So. What's your name?"

"Chimera." There was a hesitation in the young voice. A tremor– as though she was as uncertain of the answer as he was. "Why are you here? This area is forbidden."

"Could ask ya the same thing, y'know. She told me not t'go too far, but I could smell the air out here, an' just had to stretch m'legs." Recoil tried to give her a friendly smile.

Chimera didn't answer– just moved slightly, as though she were looking at something.

"Something wrong, sweet Chimera?"

"Nothing." She snapped, and paused. "So you're not supposed to be out here either, then."

"She never said anythin' about me not comin' here." Recoil shrugged uneasily. It had been a little farther to get here than he'd thought, and his systems were starting to protest. "Had t'get out of the echoes for a while."

"She'll be angry." Chimera growled. "Especially if you've just been repaired. The Autobots could spot us here, and you know what will happen then."

"Autobots..." Recoil felt his smile flicker away. _Prowl is an Autobot. He's the one who did this to you– _"Do I? What more do I have to lose, if they find me here? I'm going to be headin' out after one of them soon as I relearn how t'fly."

"Your life, you idiot." There was a flatness, an emotionlessness to the insult that reminded him of... Someone. But who? "I'm already dead s'far as they're concerned."

"That may be, but do you really want to die a second time?" Chimera advanced, a note of what sounded almost like mild exasperation in her voice "Do you think this is some sort of game, where we just pick up the pieces and go home to start again?"

"_Checkmate." He said triumphantly, pointing a finger down at his opponent. "Betcha never thought I'd win, did you.------"_

"_You did well–" the voice told him. The names... he couldn't hear the names._

"No..."Recoil said, trying desperately to catch a hint. The names– he almost remembered something. But the world was starting to feel funny. "I think this is some kinda dream. An' I'm going to wake up in a li'l bit, and go out for a spin with the music cranked until I can shake these shadows. Maybe have a talk with m' friends..."

"Thought you said you didn't remember anything."

"_You sure you don't wanna go with me? It's gonna be a lot of great music." _

"I–" Again, the ground beneath his feet trembled– or was it him? "I remember ... music. An' tellin' 'em I'd be back in a few hours–"

"Patrol..." murmured Chimera vaguely, as though remembering something, "A game of tag–"

_Or chess. He loved to play chess– it was so logical, and clean. His face floated just outside of memory, calling to his friend... but it didn't sound like they were calling–_

"I can almost see the face... hear the voices callin' my name–" Recoil ignored Chimera's incoherent grunt. Softly. Why did he think it was the wrong name? Everything was wrong. "And it's not– Recoil."

"You're crazy. I don't know you. I was created here– " Chimera snapped, one taloned hand coming to rest on his shoulder, almost gently. Why was she denying that she knew him? He'd never said anything about almost recognizing her voice. "Why would the Lady tell you that your name was Recoil if it were not? You lost your memory, but not your imagination."

"Have I, Chimera?" He flinched as her talons dug into his shoulder. For a moment he ignored that warning, and the wave of dizziness that came over him as he pushed on. "Everything feels wrong. Like I'm not who I am. An' I don't even know that."

There was something wrong with Chimera. The tips of her talons were digging into his shoulder harder.

"Shut. Up." The female growled, and then went silent, talons painfully cutting through him.

"Chimera..." Recoil almost gasped. This was not a good thing. His knee joints were getting unsteady.

"I said, be silent. We are going back inside now, and not going to discuss this ever again. Do you understand?"

Recoil nodded slowly and silently, as Chimera withdrew the talons, not speaking again as they returned to the base.

_Odd... Why was he remembering this now?_


	8. Unexpected hope, perilous victory

**Repair bay**

"_Security code Alpha"_  
High risk to the caller, whoever he was. And Optimus Prime's response was immediate. He hijacked Ratchet's small office to receive the message.  
The last time Ratchet had heard an Alpha call was when an agent had needed to let them know of an imminent attack on the repair base at Kalis. Prime had been there, and down at the time, so they had been able to sneak him out before the Decepticons arrived at the outer defense lines.  
The spy who'd called had saved not only the Autobot leader's life that day, but a few others who would otherwise have been unaware.  
Unfortunately, Ratchet had found out later, the agent's own life was not one of them.  
Decepticon executions were not pretty.  
Now was not a good time for an Alpha call though. Not that there would ever be a 'good' time-- but without Jazz there, and with Prowl --  
Ratchet frowned, finally seeing the big empty spot where Prowl had been sitting while he and Wheeljack had worked on the seeker.  
Somehow the white and black mech had slipped out if the repair bay without anyone noticing.  
Ratchet cursed softly, and ignored the bland look that Wheeljack gave him.  
"Prime'll let us know if something's going to happen, Ratchet." The engineer told him, carefully sealing up the seeker's chest. "We just have to wait."  
"Alpha means trouble. Trouble we don't need any more of." groused Ratchet. "We're going to have our hands full with our friend here."  
"Probably," Wheeljack seemed to frown, contemplating the large form. "He's alive. That's step number one. Step two is to make sure he stays that way until he can come back to himself."  
Ratchet shook his head. "He may never come back, 'Jack. After what he went through, he's lucky to be alive– let alone function as well as he has so far."  
"There is some hope though." Wheeljack insisted. "There's gotta be."

OO-OO-OO

Sunstreaker had absolutely loathed Sideswipe's idea.  
But his twin was the only one who could have reached Prowl.  
There were more jets around than Sideswipe could have normally handled, and yet... Sunstreaker had let him go anyhow.  
Sunstreaker remembered seeing the missiles heading towards the red dot in the sky.  
Remembered seeing Sideswipe fall.  
He couldn't, however, remember how he'd managed to catch Sideswipe.  
Couldn't pinpoint the exact moment that the scrapes and dents had appeared in his own armor in consequence of breaking that fall.  
Sideswipe was just suddenly there.  
"I'm going to beat the daylights out of you," Sunstreaker told the unconscious mech, "For getting my bodywork all messed up."  
His brother was alive, and that was important.  
But Prowl was still captive.  
Sunstreaker frowned, and broke into a run.

OO-OO-OO

Optimus Prime had been gone for under ten minutes

Alpha codes were notoriously dangerous, and therefore kept as brief as possible, however Ratchet was not certain exactly how much could be communicated in such a short period of time. Whatever it was, the set look about his leader's optics when he returned did not bode well for the muted hopeful peace that had settled over the repair bay.

Anticipation had stretched the minutes into hours, sporadically broken by reports from the skirmish outside– someone was down. A few Autobots were in the process of transporting him to the bay, where Ratchet could see to him.

The seekers were retreating.

"Where's Prowl?"

"He must've slipped out when you got here," Ratchet grumbled, "Swear that Ja- someone taught him to sneak around a little too well."

"We have to find him then. He's in grave danger." There was a gesture towards the seker frame on the table. "And unless you can give me a good reason, this one needs to have a guard, or be restrained in some fashion. You said he wasn't a Decepticon, however– "

"Since when are any of us **not** in grave danger," mused Wheeljack with a touch of his usual humor. "What's it this time?"

"Arachnae." Ratchet guessed, knowing that it was probably dead on. "And it's probably not a good idea to move – Recoil– just yet."

"Where did you hear that name, Ratchet?" The frown was creasing Prime's brow. "How did you know it was Arachnae?"

"Our friend here," Ratchet laid a hand carefully on the dark shoulder, "He mentioned her name a few times– she's the base of our problems."

"If he knows Arachnae, then he should be kept away from Prowl. There's no telling– "

"Actually, Prime," Wheeljack butted in, "That might be the worst idea for J–Recoil. Prowl's the one who knows him best."

"If he's one of Arachnae's– two deaths is two too many."

"Two?" Ratchet frowned, "Prime..."

"There's no use keeping it secret. The Alpha transmission was from a deep cover agent on Cybertron. Someone released Arachnae; an Autobot scout found a lab– there was barely enough left of the scout to identify, but the intent is clear. Arachnae is after Prowl now. We can't help Jazz anymore, but we cannot let– "

"Yes we can." Ratchet interrupted. "That's what we were trying to tell you, but we kept getting interrupted by alerts and transmissions. He's--"

A faint groan from the table made Ratchet wince. Another delay, as Prime's gaze flickered towards the black figure on the table. The wheels were turning.

Ratchet could only hope that the reaction would be subdued enough to keep things from going critical.

"Where'd Prowl go?" The voice was stronger, the inflection, now that he knew the speaker, was normal for Jazz in an unguarded moment.

"How are you feeling now?" Ratchet phrased the question carefully, no names now. He wasn't sure what the triggers would be. Who knows what Arachnae had done–

"I'll be fine... Prowl's in danger though. She ain't gonna stop with just... me. She's lookin' for revenge for what happened in Kaon, and ain't gonna let no one stand in her way."

The truth had finally hit Prime, and the leader was looking a little more than thunderstruck– to Ratchet's immense satisfaction.

"She wants her data– all of it. An' she wants to get back at the ones who scrambled her machines. Where is he." Alarm ran over the seeker's features, as no one answered his question.

"Ratchet!" The yell from the doorway came before Ratchet could reassure his patient. "Ratchet, you've got to help him–"

The voice was Sunstreaker's. The tone was somewhere between blind panic and outrage.

He was carrying Sideswipe.

"Report."

The usual channels had told Ratchet that the seekers had vanished as swiftly as they had struck. Nothing major had been hit, just a few stray shots fired, and–

"He tried to stop them." Sunstreaker managed to wrestle the broken form of his brother onto a table before any of the three mechs in the room could help him. There were scratches, dents and dings visible on the yellow finish as well, however, uncharacteristically, Sunstreaker didn't seem to notice. "Fix him. I have to go follow that pansy yellow seeker before he gets too far away–"

"You're not going anywhere, Sunshine." Ratchet frowned at the twisted mess that the golden warrior's arms had become, now that they weren't covered by the bulk of red. What had happened out there? There was some mention of Hound being brought to the bay, but he had regained consciousness, and insisted on walking.

Wheeljack had already come over to inspect the damage, so that Ratchet could get to the much worse off looking Sideswipe.

"Let me go– They have Prowl!"

Ratchet didn't have time to react, to confirm what Sunstreaker was saying. That was why the seekers had retreated so swiftly. They were after one thing, and once they got it–

The black shadow was off the table and out the door before anyone could stop him.

OO-OO-OO

Prowl forced himself not to move.

It was far more difficult than he'd expected.

Somewhere between slipping away from the repair bay, and arriving at the cage where they'd been keeping the yellow seeker, he'd forgotten about Sideswipe's particular stubbornness.

So unlike him.

Prowl had to admit to himself, however, that he had not, and most likely was still not, thinking clearly.

No surprise there. Logic had been thoroughly and completely scrambled by the impossible, yet again. The words that had been spoken quietly by the seeker had confirmed his identity in Prowl's mind, and yet, at the same time, he wished he hadn't heard them.

Hound, he'd found, was unconscious, and with as many Autobots around the base as there were, given the time of day, he'd be fine– someone was due to relieve him momentarily. Fleetwind, on the other hand...

On the surface, speaking with the pale yellow Decepticon seemed like the next _logical_step. After all, they did need to know Arachnae's current location, and what she was up to.

But logic would have dictated taking someone along who was not so personally involved.

Prowl could have held the seekers off until the blurs of yellow and red arrived; without the initial element of surprise, they were at a slight disadvantage. He knew the area, knew the emplacements, and precisely how many Autobots would be on their way, once the alarms hit.

This was, after all, his 'home turf'– as Jazz so frequently put it.

Instead of the logical path, Prowl had taken two minor shots, and then dropped as tough he'd been stunned. The seekers had been taken in by his pretense, landing nearby with the soft hush of dirt being displaced by jets.

"Arachnae got tired of waiting, Fleetwind. Where's Recoil?" The dry humorless tones were unfamiliar. This wasn't one of Megatron's usual troops– so Arachnae hadn't coerced any of them into working for her.

"They have him," The familiar arrogant voice grumbled. "Even _she_ would hesitate to t ry storming the most protected part of their base, Earthscorch. We'll have to leave him behind."

"Scrap and slag, Flee." Another voice whined, "Arachnae is not going to be happy, and you know how she gets when she's unhappy–"

"Not my fault she was so bent on getting them to fight him." Fleetwind snapped, "Or that they'd figure he wasn't one of the usual idiots like you. We can take this one back. He is the one she's been aiming to get."

A foot clanged against Prowl's side, almost making him flinch. He barely suppressed the urge to grab the foot and yank. Barely.

It wouldn't help. He'd be outnumbered, and the fight would start over again– and perhaps knock him offline for real this time.

"We've probably set off every single one of their perimeter alarms on the way in," Earthscorch spoke again, "Grab him, and get in the air, Fleetwind."

"But–"

"Let's go. If you're lucky, she'll accept this as a suitable apology." Prowl found himself slung carelessly over a yellow and white shoulder as the jets took off.

"Right," Fleetwind mumbled, "And maybe she'll let me go back to the nice safe asteroid mine office, far far away from crazy-planet as well."

How many of Arachnae's mechs were less than willing– and what sort of hold did she have over them?

Prowl only caught a glimpse of red, as Sideswipe appeared– and fell.

Guiltily, Prowl remained still. If only there had been some way to tell him..

Tell him what?

That he'd allowed himself to be captured so that he could find Arachnae's base, and wht she was planning? Allowed them to carry him away to their hidden base that had eluded the Autobot patrols for months?

Sideswipe wouldn't have liked it, and most likely protested violently. And again, Prowl would have been in danger of being knocked unconscious and completely helpless when they tossed his supposedly deactivated form at Arachnae's feet.

This way, he held an element of surprise.

Jazz had been wrong, and even worse, Prowl had been wrong.

They should have killed Arachnae when they'd had the chance.

Prowl would now have to correct that, and hope that it was not too late for his friend– there was nothing that he could do himself. Repairs came under Ratchet's jurisdiction.

The twins themselves would have been surprised at the overwhelming vehemence with which Prowl had made this decision. It was made with pure emotion, rather than any trace of logic.

Prowl was going to kill Arachnae for all she'd done.

OO-OO-OO

**The Past:**

Darkness beckoned to them from beyond the holes in the wall of the complex.

It would be full night by the time they made it out– if they made it out.

So far, Prowl and Jazz had managed to duck into unused labs, vent shafts, and stairwells to avoid the security sweeps that had doubled after someone had found the pair that the ops 'Bot had taken out in the control center. The armaments that the security drones were carrying was most impressive. But then, they– and Arachnae– were considered armed and dangerous.

Even if he and Jazz hadn't been armed until they stole the weapons off of the ...

"_The first shot came from Arachnae, but the next three were from the destroyed cold sleep chamber. Including the one that covered her escape."_

Jazz hadn't been armed. Prowl had been unarmed and unconscious.

So who had been firing back at Shockwave to cover Arachnae's escape?

"Ricochet–" Prowl whispered, as the back passageway they were currently making their way through was empty. "They said there were three shots from the cold chamber–"

There was no answer for a moment, just the sound of grinding gears, and echoing footsteps as Jazz led him to a door, and opened it to darkness.

"Her guard were comin'." Jazz said simply. "Didn't see us leavin' though."

Jazz was looking ready to drop– Prowl didn't feel much better himself. The stun still hadn't worn off completely, despite the swift path they were taking through the compound. Once they were out of the compound, there would be the city to navigate, and the gates–

"You ok, 'Rebound'?" Jazz asked, "You took that stun awful hard–"

"I will be fine." Prowl followed two steps behind as they went through the door. A few glitches remained in his system, remnants of the stun. They were passing, however. "And you–"

Another lab? No. A storage area.

"I'll live." Jazz said shortly, "Just need to hole up for a little bit. We can hit the gates at first light– an' get home."

The lights weren't on, and Prowl could barely see what sort of storage they were in. Jazz apparently could– as he confidently limped towards the back. Limping. With all the running, dodging and crawling they'd done– Jazz had been lying about how badly that creature had beaten him.

Prowl could see it now in the way he was carrying himself. In the way that the black mech slumped against the far wall, and slid down to the base.

"Ricochet–"

"Don't let me...go under." Jazz said, even though Prowl could see the soft glow of his visor grow fainter. "Just need to... rest for a minute."

He probably needed a medic more.

"Ricochet–"

No response. Despite his words, Jazz's own systems had shut down. Prowl wasn't certain if he could wake him.

In the faint emergency lighting, Prowl laid a hand on Jazz's shoulder to make the attempt. They were undiscovered for the moment, but they were most certainly not safe here. There was no second exit that he could see. There was no window–

He paused as he realized that the shoulder was wet.

_The silent image of Arachnae casually sauntered towards the downed mech, talons at the ready, slashing quickly at the joint where neck met torso._

She hadn't been aiming for the radio— Prowl's fingers explored along the join of neck and shoulder, finding the wound immediately. It was still leaking– and, if he could see, Prowl realized that he would have a nice view of a linkage circuit that had been narrowly missed by a sharp talon.

Arachnae had been trying to immobilize Jazz. She wanted prisoners, even as she knew that her reign was almost over.

"But why..." Prowl asked himself, using what little Ratchet had taught him about emergency field treatment to stop the bleeding out. "And how did you manage to stay conscious for so long–"

"That is something that I would be interested in knowing." The sibilant tones snaked through the darkness, freezing his hands on Jazz's shoulder for a moment, before he rose to face the speaker. The stolen gun found its way into his hand.

"How did you find us?"

"Armed now– I should have expected that." The femme didn't look as ruffled as he'd thought she'd be. Prowl took a step between her and the unconscious Jazz. "I marked him– there is nowhere I cannot find him now. A waste though– your little efforts are too late? He is shutting down."

"Shockwave's guards will be combing this area soon. We were only going to stay a moment–"

"And those loyal to me will be here and gone before that." Arachnae spat. "Enough, Rebound. Or whoever you are– We will have plenty of time to discuss that, once we get to my stronghold."

"I thought this was your stronghold." Prowl stated, trying not to look back at Jazz. His partner was dying. That couldn't be true, could it?

"This is my public stronghold." Arachnae corrected him with a spark of something resembling madness or genius in her optics. "You may as well give up now. The only thing that will save him is something that no sane mech will do. Not for a coworker. Not even for a friend."

"But for a brother–" Prowl said quietly, "I would do anything."

"Even if it means that I get you both in my lab? Or that you may die, as Shockwave catches up to us– " Arachnae's whispery tones asked, as she took one rustling step towards him. He hadn't relaxed his grip. "Because, in order to save him, you have to make yourself vulnerable."

The reasoning was seductive. In order to keep Jazz alive, some of the more vital fluids that had been lost must be replaced, and the only source for those fluids at the moment was one of the two other living beings in the room.

Prowl made his decision.


	9. Bound by Fate

The fog lingered between Ratchet's table and the clear fading sky.

It had still been bright daylight when 'Recoil' had been brought here, but now the cooling temperatures, and faint orange tinge to the light told him that it was indeed approaching dusk.

For a microsecond, his mind wandered, and he wondered what the sunset looked like on this alien world.

Probably just as colorful as the rest that were scattering their way back into his fractured memories.

_Arachnae would kill him._

But considering what she'd already done to him, that might be a mercy. A kinder fate than the one that the Decepticon scientist had intended for him, and for Prowl. And at the moment, his friend mattered much much more than his own safety. There were worse things that she could use on Prowl, and if successful, her horrible work would begin once again. And this time, he didn't know if she could be stopped.

The knowledge was as certain as the name that had slipped back to him, and felt just as correct-- just as _right_. The wrongness of the past few weeks-- the name-- the darkness-- not knowing how to fly-- the awkward _cumbersome_ and heavy body... it all made sense now.

Jazz had never flown, never been meant to fly on the wings of a seeker.

He had been built lightly to dance upon the surface of the world, not in the clouds above it with airy graces.

Recoil was dead.

Sunstreaker had said as much, and Ratchet had confirmed it.

Jazz was dead.

All the hostility that had been directed at him had been because of that one death-- which meant that there was no doubt in the minds of every single Autobot he'd met today that their friend was truely gone.

A small part of him wanted to relieve that grief-- to be grateful that they cared that he existed. If he existed.

But Jazz was dead, a shattered husk. Broken.

Memories threatened just beneath the tranquil surface.

For right now, he was still Recoil -- but the phantoms in his mind whispered to him of something so horrible that he didn't even want to remember. Something that begged for release in the darkness--

Wings shuddering, Recoil lost a touch of altitude.

He knew exactly where they were taking the unconscious tactician-- sight may have been an asset for some, but for someone who had spent a lot of time in the darkness it was just an obstacle that had to be overcome. Flight patterns, distance calculations-- other senses more than made up for the lack of vision. The only thing that Recoil couldn't predict with certainty is how far ahead of him Fleetwind and the others were.

He needn't have worried, however; Fleetwind's complaints carried a good distance in the thin air.

Recoil accellerated slightly, mind racing to come up with a story that wouldn't get him shot. He was outnumbered again--four to one wasn't good odds. And with the sudden, almost sad sound, he heard something within his frame lose power. A bad connection? It might have been a better idea to let Ratchet fix him first. But he couldn't just let Prowl fall into Arachnae's talons without at least trying. And it was only one of the inbuilt weapons systems. He had others.

Fleetwind's voice grew louder as he approached.

* * *

The sound of familiar engines approaching cut Fleetwind off as he was trying-- yet again-- to get Earthscorch or Thrillkill to take the Autobot off of his hands, so that he could radio Arachnae without grunting every five seconds. The groundpounder was heavier than he had anticipated.

Unfortunately this also left him without the ability to transform, or to raise his weapon as the black jet came into full visual (and weapons) range.

"I thought you said he was trapped in the repair facility." Earthscorch muttered at him, doubling back to hover at Fleetwind's side.

"He was--" Fleetwind tried to insist, suspicion rising. "Earthscorch, what are your orders concerning Recoil?"

"Bring him back, dead or alive." The flat tones told him, "Why are you so nervous?"

"I'm not nervous." Fleetwind denied sharply. "He may be hostile--"

"He's one of us." Earthscorch intoned, "And now that he has broken free of the Autobots, we'll bring him back with us."

Fleetwind couldn't deny the claim without explaining exactly who-- or what-- he'd discovered about the black jet, who had transformed while they whispered, and now was watching him now with that menacing blind gaze.

"Recoil..." Fleetwind said, keeping the surprised and delighted sound in his voice. His internals felt like they were twisting and swirling, however. The lurch disturbed the unconscous prisoner on his shoulder, and he was forced to reposition his grip. "You ... escaped?"

"Yeah." The face broke into a bright grin. "Idiots thought fixin' me was a good idea. Spouting some weird junk about how I was someone else-- Started to take me somewhere, an' I heard some fightin'. They thought I wasn't goin' nowhere, so I decided it was time to leave."

Were the Autobots really that simple?

Fleetwind frowned.

He'd abandoned 'Recoil' twice now. Shot at him, even. And with this particular being, how could he be sure it wasn't a trick--

"Fleetwind?" Recoil sounded a little uncertain now. "Why were you gonna leave me behind again?"

"I wasn't!" The answer came automatically-- the normally taciturn Earthscorch was looking as though he were going to snort. Fleetwind glared at him. "I was going to come back for you later. When I got fixed."

"Flee!" Thrillkill's voice was incoming, "Come ON already. We got our target, we got your wing-mate, now let's go before Arachnae decides to eat Glimmer alive."

"We should not hold this discussion here," Earthscorch agreed carefully. "If Megatron finds out that we are on this planet, we'll all be sent to the slag pits-- Arachnae's help, or no."

Something didn't feel right about the whole situation.

"Come on, Fleetwind." Recoil smiled at him with the same innocence that he'd displayed on his first flight. "Let's go home."

Against his better judgement, Fleetwind found himself nodding, and following as they headed towards the little ship they called 'home'.

* * *

The shocked silence didn't even last long enough for Sunstreaker to get to the door before Ratchet was yelling.

"Get him back here, Optimus!" The medic's tone was not angry. Sunstreaker knew the angry inflections well-- he and Sideswipe had been on the recieving end of Ratchet's wrath far more times than they should have. "Stop him, or there's a very real chance that we'll lose him again!"

"Ratchet?" Prime was still shocked. Sunstreaker could hardly blame him, if he thought about it. After all, it went beyond reason.

"The one who did that to Jazz never intended for it to last--"

Sunstreaker transformed, and sped out the door. He hadn't needed to hear the rest. Besides-- this was _Jazz_. Somewhere in the ages since they'd met, the score had vanished. It simply didn't matter anymore. What remained was the sense of friendship and loyalty that had carried them all through troubled times. If he or his brother were in trouble, they had had Jazz to rely on. There had been others later-- but the white mech had simply been the first to show them a degree of kindness that started to make him realize that not everyone was out to use and abuse like Arachnae.

The seekers had been heading northwest. Sunstreaker had to stick to the roads-- but oddly enough, he could just pick out the dark shape against the fading pale sky. North, northwest-- towards the ocean.

A large shape accellerated to hover next to his left side.

"Teletran One is tracking them," The semi emitted on a private frequency. "You should be with your brother."

"Sideswipe will be fine. Ratchet doesn't need me to hover over him." Sunstreaker said shortly, "I'm not that badly hurt-- and we both owe Jazz. And Prowl. I'm not going back."

"We all owe them something."

"Sideswipe will understand, Prime. If he wasn't so slagged, Ratchet would have a hard time keeping him down." Sunstreaker told him, as a scan ahead told him that the seekers had paused in midair. No shooting-- yet. Did that mean that Recoil-- or Jazz was safe? Hardly. "Jazz is the reason we're not Arachnae's toys anymore."

Sunstreaker could almost feel the puzzled frown radiating from the semi as they rounded another curve, heading towards the ocean. He didn't bother elaborating.

"As I recall, you were in the group of prisoners rescued by an undercover agent in Kaon." Optimus finally rumbled, "Jazz was an envoy for Protihex Trade towers for many years after the two of you joined us."

The seekers were starting to move again; Teletran One had finally begun to send him vectors, and both he and Prime found a road in the right direction. No one was around to hear this conversation. Even if one of the organic creatures was capable of understanding them, the speed that they were travelling at wouldn't allow them to hear half a word.

"When I killed Recoil," Sunstreaker weighed the words carefully, "He was looking for two of the Autobots who brought down Antipode."

"Sideswipe mentioned that Recoil had been looking for Jazz and Rebound."

"I didn't know that Prowl was Rebound." Sunstreaker admitted. "But Recoil was looking for a pair of brothers named Ricochet and Rebound."

"Ricochet was an agent--" Prime told him, "One of ours. He died almost a cycle before we left Cybertron."

"Yeah. I heard that story too, Optimus. That's why I was surprised when Swipe and I met Jazz in the Tagan Heights a week after they'd said Ricochet had been executed. Figured there was a damned good reason why he let that cover go after all the millenia of bouncing through Kaon and Praxus boarders with it."

"That was supposed to be a secret." Firm tones. Optimus was both shocked and a little disturbed by this revelation. "Revealing the identity of an agent can destroy an operation--"

"I didn't tell anyone, not even my own brother, until today." Sunstreaker grumbled. This was more than he'd expected to admit to today. "I recognized him from the Protihex negotiations-- when the Autobots were still considering buying weapons from Arachnae.I'm not stupid. Sideswipe was still too messed up to realize it at the time, and I never told him. Tends to run his vocalizer before he thinks. The glitch had us as bodyguards, and Ricochet was standing at the trade facilitator's side, like he hung around-- hangs around you. I knew he was high up, but Protihex was neutral."

"Protihex was neutral, and Jazz was still Tacheon's aide when Praxus' leaders were slaughtered in the Arenas. Unfortunate that we didn't know, but fortunate in that it gave Dice a diversion to get you and the others out--"

"For a neutral, he did get around." Sunstreaker would have shrugged, if he'd not been in vehicle mode. "We were supposed to be killed as part of that main event. Swipe saw Ricochet in the crowds, he told me. Didn't see Ricochet managing to bypass the security systems to get a weapon to me, so we'd have a fighting chance against the Decepticons on the way out. Wouldn't surprise me if he'd arranged some of the chaos that made the force shields malfunction. Dice wouldn't confirm anything-- don't blame her. Could've gotten 'em both killed."

"So you've known... all along?" Surprise changed to respect. "And never even hinted."

"He never said anything, and I figured that the best way to repay him was to keep it secret. Be the best we could be for someone we could believe in."

Optimus was silent as he digested the stream of words that Sunstreaker had just shunted his way.

This was the first time he'd told anyone about that night, Sunstreaker realized. In a way, it was a relief-- but at the same time, it was one of the most uncomfortable things he'd ever had to do.

"You surprise me sometimes, Sunstreaker."

"Like I said, I'm not stupid. If I didn't pay attention to details, I'd be dead a hundred times over by now. Isn't that why you picked us to go on this mission in the first place?"

"Teletran pinpointed something." Optimus said suddenly, as the details began to scroll into Sunstreaker's communications link. "No weapons fire detected in the area."

And all of them had made it to the base which was...

"Optimus, we're going to need backup," Sunstreaker hated suggesting it. Hated needing help-- but the shadow in the image that Teletran One had found screamed at him silently. The seekers were based out of an armed ship.

A big one.

_**

* * *

**_

_**Storage: Antipode: The Past**_

Arachnae tilted her head to the side, studying him, or perhaps only listening for the sound of footsteps in the corridor outside. Prowl could hear nothing but the soft whir and hum of his own systems.

Even if he stunned her, Prowl would only have two unconscious beings in the room with him. He was no medic.

The probability that Arachnae was telling the truth in this situation was fairly low. Then again, what did she have left to lose, now that her public reputation was shattered, and she was on the run from the Decepticon high command?

Technically, she was not in a position to make bargains, or keep prisoners.

If Prowl sacrificed Jazz, if he let him die for the uncertain victory that could be gained with the simple twitch of the finger, then fled to Iacon alone– how could he live with the knowledge that he had given up a friend in the name of expediency?

Arachnae obviously had another lab. How else would she feel so confident that she'd fight back, and want prisoners– Jazz hadn't known, most likely, or he would have found a way to destroy that as well. There was another laboratory complex, with backups of the data that Prowl and Jazz had virtually shredded an hour ago. The weapons would still be ready to use against the Autobots once Arachnae was found...

"What do I have to do?" Prowl asked, lowering the weapon carefully.

"Bring him," Arachnae said shortly, and turned to the shadows. A door that he had not seen before opened. "The facility in the next room should suffice for this purpose."

Prowl hesitated just a fraction too long.

"Quickly." Arachnae snapped, "Or would you prefer he die in this storage room? Every moment counts."

The room that Prowl half-dragged, half carried Jazz into was not a medical facility.

He recognized it as one of the minor ballistics and hydraulic armour testing facilities. This was a place where things were broken, Prowl realized, as Arachnae gestured for him to set his burden down next to one of the dented plates. How this testing range would help Jazz–

"Do not look so concerned, Rebound." The voice almost purred, "I will not let a research subject die so early in the experiment."

"And yet you were the one who did this to him."

"If he had remained where he had fallen, he would not have bled out as swiftly." Arachnae said calmly, taloned hands at work , unfastening bits of armour around the shoulder wound. "But I should have anticipated. He has been rather stubborn."

Jazz did not move under the careful touch.

Hope, that casual and carefree song, was trying not to sing too loudly to Prowl. He had to watch for any surreptitious move. Anything that Arachnae might try to do that was devious, that would cause his partner more harm.

"Very good." Prowl heard her mutter, "that will hold until we get to the base–"

"You said that you marked him." Prowl offered quietly, "How?"

"Chemical markers," Arachnae said, talons suddenly inches from his face. He could see the ducts at the tips of her fingers now. "Now be silent, sit down, and open your upper chassis port. Most of the fuel and lubrication has leaked into the diffusers, but they cannot be reused, once mixed. He needs at least a jolt of untainted mech-grade oil, and a half measure of fuel. You said you were willing to make yourself vulnerable to save your brother. Time to put that to the test."

Prowl glanced at Jazz. Shuttered his optics for a moment, and obeyed the scientist.

"Are you finished being modest?" Arachnae sounded almost amused. "Freeze your intakes, Rebound. This may sting – and screaming would be a bad idea right now."

Prowl couldn't see what she was doing. The sting only lasted a moment; It was the sudden drain that almost sent him offline, and only the presence of Arachnae hovering over both of them kept him from just letting it. He had to stay online.

"Interesting," the murmur came through an echoing fog. "Most would be either screaming or unconscious by now. You are a puzzle, Rebound. You and your so-called brother– "

The sound of footsteps echoed in the corridor, as Prowl fell to his side, watching her tend to a pair of improvised tubes that connected him to Jazz. Securing them, perhaps. He couldn't move– she could kill them both right now, and he would be powerless to stop her.

Perhaps becoming vulnerable was the wrong decision. Prowl realized, as the footsteps came into this room. Arachnae's guards had arrived.

A faint light under his friend's visor glowed for a moment, as Arachnae stepped away from them.

What now? Jazz was alive for the moment, but–

"Do not struggle, my dears. Rest for now– We have much to talk about later." Arachnae's whisper came through the fight for consciousness, to see if Jazz was going to awaken– "Many questions for those who would forge such a bond."

There was no help for it.

Prowl could only hold onto the hope that Arachnae would find them useful, as he slid back into the darkness for the second time this day.

* * *

_He could only wish and hope that this was a dream, and somehow he knew that it was not._

_The landscape lay before him, with smoking and ruined towers that would most likely haunt him for cycles. _

_Each tower had held several able-bodied mechs. Several had almost been sympathetic, a few others -- slaves-- none of them had been prepared for the smelting pit that was the battle. He'd managed to escape being seriously hurt in the firefight, but not from seeing the bodies piling up around him. A last missile had exploded, and all fire from the forces around him had ceased._

_Silence followed, painful and twisting in the half imagined breeze that was blowing smoke into the sky._

_Perhaps the forces from Praxus would think that they killed all of the mechs and femmes that had been sent here to oppose them._

_No. Not oppose them. There were no seasoned warriors among them._

_They had all been sent here to die._

_Sightless optics stared at him from a head that had been nearly severed from the torso, as he scrambled away from the dead. He snuck along the shadows, towards an escape route that he had spied earlier. It had been all but impossible to slip away in the fight. His every movement was being watched by a high strung commander that was eager to prove himself. _

_A flash of pristine white against the sooty darkness where fires had burned themselves out not long ago. _

_Someone was between him and the only path that would take him out of the death and destruction that lay around him. The white shape would kill him, just as easily as it and its kind had sent each and every one in the garrison behind him to scrap._

_He had to get out of here. Dead faces, cold and gray haunted him, and he moved without thinking._

_Panic._

_Pain, as the being between him and freedom swung, connected, and broke something..._

_The white blur came into focus swiftly at the other end of a rifle. The soldier's fingers were already on the trigger, ready to fire, and end his life in this miserable place, so far away from his beloved home. A blink, and the face came into focus._

_It was himself._

Prowl sat up swiftly, nearly striking the top of his helm against the low slanted ceiling above his resting place.

The dim room that met his gaze was not the obliterated outpost between Praxus and Kaon. He was not looking at the shattered landscape at a killer that wore his own face. He was looking at another blank wall, in a room whose only distinguishing features were the slanted ceiling in this alcove, and the dark figure prone in the middle of the floor.

Jazz-- it had to be --but where were they now?

Prowl rose slowly, noting the remnants of a systems drain that still pinged internal alarms. The buzz of fear and anxiety still lingering in the back of his mind. Emotions rolling and tumbling, distracting him from the mission that he'd been so passionate about just a short time ago...

The mission.

The dark memory of Jazz falling into unconsciousness in the storeroom wafted through his processors.

Arachnae.

They were the rogue scientist's prisoner now. The mission had failed with her escape. With their escape.

"Ricochet?" Prowl ventured into the silence. If Arachnae hadn't been telling the truth about saving Jazz--

The remnants of dream slowed his movements, as he waited for some sign that his friend-- his _brother_ -- was still alive. Again the concern almost overwhelmed him, as he tried to access his internal chronometer, and failed. How long had they been out?

"Awake at last." The familiar voice echoed from somewhere high above. Arachnae. But where? "No, my dear, I am not in the same room. I am not that foolish."

"What now? You have us." Prowl turned back, making his steadying way to the side of his unconscious partner. "You want something in exchange. That is the way these things are done."

"Of course," The voice purred, "However, I am disappointed that you lied to me."

"What do you mean?" Prowl asked carefully.

"Your claim to be his brother," Arachnae answered, "I found no trace of Tachaeon's handiwork within your frame, Rebound."

Prowl frowned, gazing at the still figure. So Jazz had been the creation of the highest official in Protihex? Tachaeon had been lining up a successor, Prowl had been told, but to go to such a length as to create a new mech, rather than train one already in existence--

"You, dear Rebound, are another's handiwork, and far older."

"Siblings are not always defined by the one who created them, Lady Arachnae, and not all are of an age. Though we are of different makers, we share beliefs. A common bond--"

"You count yourselves as something more, what the ignorant among the general population call 'spark mates'--" Disdain dripped from the tones. "There is no such thing."

"I know the difference between reality and fantasy, Arachnae. Spark-Mates is a tale told by dreamers, not by those who are grounded in the reality of the here and now." Prowl paused, surprised at the sudden surge of overwhelming amusement at the very idea. "There is something about brotherhood that is different. You know that, else you would not have let us live this long. I count this one as my brother, nothing more, and nothing less. So tell me. What is it that you want from us now?"

"There is," Arachnae admitted, "Something to what you say. Brotherhood is one of those unique and fascinating areas that I have studied extensively. Only one pair ever showed anything more than a mild link, a devotion to the other that exceeded the norm. The naturally twinned ones were ... lost to me long ago."

Naturally twinned. In Prowl's memory there was a pair of mechs who fit Arachnae's unhelpful description, however there was a feeling of confirmation. A flash. A hint of memory--

_--A large red figure practically embedded in the marketplace's post, where the best of the Kaon slave-market's merchandise was displayed. His finish was dull, as were the optics that stared straight ahead at nothing. A battered example for other slaves who might consider rebelling. At the base of the same pillar, a golden-yellow figure was chained, anger radiating from his battered form. Where the red one was completely immobilized, this one had a semblance of freedom, and yet he stayed next to the other, half growling when someone came too close to his brother--_

Sunstreaker and Sideswipe. Arachnae had owned them. She'd experimented on them--

But Prowl had never been to Kaon until this mission. The first time he'd seen Sideswipe and Sunstreaker, they were already Autobots. When Praxus had fallen, they'd been part of the force that had kept the Decepticons out until the civilians were evacuated. Prank-minded and vain as the pair had always seemed, they were effective fighters, and never to be underestimated.

_These weren't Prowl's memories._

Prowl froze. A glitch. It had to be an error, a vagrant bit of creativity he had never imagined possessing suddenly coming to the front at an inopportune moment.

"Since those two were lost, something had to be recreated." Arachnae had been silent, as the ghost in his systems had run itself out. As though she knew what was going on inside his head.

What had Arachnae done?

"And now, the first test begins." the voice purred overhead. "Will you be able to save him, and move on to the next level, or will I have to rebuild Tacheon's project from your remains?"


End file.
